Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire)
Parallel Debt. (a) Without prejudice Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in the Collateral granted and to be granted Secured Parties (by the Loan Parties to the Collateral Agent way of an abstract acknowledgment of debt (or any sub-agent thereofabstraktes Schuldanerkenntnis, where applicable)) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Specified Foreign Loan Party in accordance with to each of the terms and conditions Secured Parties under each of the Loan Documents, including Documents as and when those amounts are due for payment under the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such relevant Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Document.
(b) Each Specified Foreign Loan Party and the Collateral Administrative Agent acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any sub-agent thereofway limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) acknowledge that nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:
(i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each of the Specified Foreign Loan Party Parties will be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the Collateral extent one or more of its Corresponding Debt become due and payable;
(ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Debt of the relevant Specified Foreign Loan Documents which such Loan Party has to the Secured Parties and Party;
(iiiii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under relevant Specified Foreign Loan Party;
(iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
(v) a Secured Party shall never exceed not demand payment with regard to the total amount which may become due Corresponding Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(vi) with respect to any Specified Foreign Loan Party organized under the Loan Documents; providedLaws of Netherlands, further, that an Event of Default in respect of the Collateral Agent or any sub-agent thereof Corresponding Debt shall exercise its rights constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt solely in accordance with this Agreement and without any other Loan Documentnotice being required.
(c) Every payment The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of monies made by a Loan Party the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents to the Collateral Administrative Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be secure the Parallel Debt is granted to the Administrative Agent in satisfaction pro tanto its capacity as creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Debt.
(d) Subject All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; provided that upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the provision Received Amount in paragraph the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Debt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received Amount.
(ce) of Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 12.11, but notwithstanding 10.23 or under any other provision of the other provisions of this Section 12.11Loan Documents), each Foreign Loan Party acknowledges that:
(i) the total amount due and payable as Parallel Debt under nothing in this Section 12.11 10.23 shall be decreased impose any obligation on the Administrative Agent to the extent that a advance any sum to any Loan Party shall have paid or otherwise under any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount Loan Document, except in payment of such Obligationsits capacity as a Lender; and
(ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 4 contracts
Sources: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity Each of the security interests in the Collateral granted parties hereto agree, and to be granted by the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent (or any sub-agent thereof) for and that, accordingly, the benefit of any Secured Parties, an amount equal Collateral Agent will have its own independent right to and in the same currency as the Obligations from time to time due demand performance by such Loan Party of those obligations (the “Acknowledgement”), provided that in accordance no event shall the European Borrower or any Foreign Guarantor be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term A-1 Facility, the Term B Facility, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the terms relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and conditions of (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, including for the avoidance Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of doubt, any limitations set forth therein, the Acknowledgment shall not be owing as separate and independent obligations of such Loan Party held on trust. The Security granted under the Collateral Documents to the Collateral Agent (or any sub-agent thereof) for to secure the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Acknowledgment is granted to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment in its capacity as creditor of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt Acknowledgment and shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentnot be held on trust.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 4 contracts
Sources: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)
Parallel Debt. (a) Without prejudice to In respect of ensuring the provisions validity and enforceability of this Agreement and the any Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted Document governed by the Loan Parties law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts payable by it in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan a Credit Party to the Collateral Agent (or any sub-agent thereofunder this Section 12.21(a) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the is hereinafter to be referred to as a “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable.
(b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan the applicable Credit Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents Corresponding Obligation to which such Loan Party has to the Secured Parties it corresponds; and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that the total amount which may become due under the such Parallel Debt shall never exceed from the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentapplicable Credit Party.
(c) Every payment of monies made by a Loan Party to To the extent the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt of a Credit Party, the Collateral Agent (or any sub-agent thereof) under shall distribute such amount among the Parallel Debt owed to it or Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed Corresponding Obligation to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationswhich it corresponds.
(ed) In the event Upon irrevocable receipt by a Lender of any amount on a resignation of distribution by the Collateral Agent or any of its sub-agents or the appointment under Section 12.21(c) in respect of a new Collateral Agent or sub-agent pursuant to this Agreementpayment on a Parallel Debt, the retiring or replaced Collateral Agent or sub-agent shall (i) assign Corresponding Obligation to which the Parallel Debt owed to it (but not corresponds shall be reduced by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablesame amount.
Appears in 4 contracts
Sources: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under any Security Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as trustee or agent for the Secured Parties, notwithstanding any contrary provision in any Loan Document:
(a) Without prejudice each Loan Party irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to to: (i) all present and in the same currency as the Obligations from time to time due future, actual or contingent amounts owing by such Loan Party to a Secured Party under or in accordance connection with the terms Loan Documents as and conditions of when the same fall due for payment under or in connection with the Loan DocumentsDocuments (including, including for the avoidance of doubt, any limitations set forth thereinchange, shall be owing extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as separate of the date of this Agreement) and independent obligations of (ii) any amount which such Loan Party owes to the Collateral Agent a Secured Party as a result of a party rescinding a Loan Document or as a result of invalidity, illegality, or unenforceability of a Loan Document (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application constitute the Collateral Agent and any sub-agent thereof Secured Party as joint creditors;
(c) the Parallel Obligations shall be entitled not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding clauses (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that a Loan Party shall have paid the Collateral Agent receives (and retains) and applies any amounts payment against the discharge of its Parallel Obligations to the Collateral Agent and the Original Obligations shall be decreased to the same extent;
(or ii) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and
(iii) if any sub-agent thereofOriginal Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf in its capacity of creditor of the applicable Parallel Obligations;
(f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Parties otherwise receives Party to join any amount proceedings as co-claimant with the Collateral Agent in payment respect of any claim by the Collateral Agent against a Loan Party under this Section 9.24;
(g) each Loan Party agrees that:
(i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.23 will not affect any claim of a Secured Party against such ObligationsLoan Party under or in connection with the Loan Documents; and
(ii) to the extent that any defect affecting a claim of a Secured Party against any Loan Parties shall have paid any amounts to the Collateral Agent (Party under or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under connection with the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation will not affect any claim of the Collateral Agent or any of its sub-agents or under this Section 9.23; and
(h) if the appointment of a new Collateral Agent returns to any Loan Party, whether in any kind of insolvency proceedings or sub-agent pursuant otherwise, any recovery in respect of which it has made a payment to this Agreementa Secured Party, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed that Secured Party must repay an amount equal to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case that recovery to the successor Collateral Agent or sub-agent, as applicableAgent.
Appears in 3 contracts
Sources: Credit Agreement (Mallinckrodt PLC), Superpriority Senior Secured Debtor in Possession Credit Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC)
Parallel Debt. (a) Without prejudice to the provisions Notwithstanding any other provision of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by Agreement, the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Collateral Agent (or any sub-agent thereof) for Administrative Agent, as creditor in its own right and not as representative of the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with the terms and conditions of to Secured Parties under the Loan DocumentsDocuments as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of in insolvency proceedings affecting such Loan Party Party, to the Collateral Agent preserve its entitlement to be paid that amount (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each . The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.28, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. Any amount due and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each payable by a Loan Party to the Collateral Administrative Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations12.28.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 3 contracts
Sources: Loan Agreement (Spark Networks SE), Loan Agreement (Spark Networks SE), Loan Agreement (Spark Networks SE)
Parallel Debt. Each Belgian Loan Party hereby irrevocably and unconditionally undertakes (a) Without prejudice and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Belgian Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party under this Agreement, any other Loan Document or other relevant document pursuant to any Corresponding Obligations as and when those amounts are due under any Loan Document or other relevant document (such payment undertaking undertakings under this Section 8.02 and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”).
(ba) The Administrative Agent shall have its own independent right to demand and receive payment of the Parallel Debt by the Belgian Loan Parties. Each Belgian Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Belgian Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which this Section 8.02 are several, separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Corresponding Obligations under nor shall the Loan Documents amount for which such each Belgian Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including is liable under Section 8.02 be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its Corresponding Obligations provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party the Corresponding Obligations have been irrevocably paid or discharged (other than, in each case, contingent obligations);
(ii) the Corresponding Obligations shall have paid any amounts be decreased to the Collateral Agent extent that the Parallel Debt has been irrevocably paid or discharged;
(or any sub-agent thereofiii) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Parallel Debt shall at all times be equal to the amount of the Corresponding Obligations;
(iv) the Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations; and
(v) for the avoidance of doubt the Parallel Debt will become due and payable at the same time when the Corresponding Obligations become due and payable.
(b) The security granted under any Belgian Collateral Document with respect to Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt.
(c) Without limiting or affecting the Collateral Agent Administrative Agent’s rights against any Belgian Loan Party (whether under this Agreement or any sub-agent thereofother Loan Document), each Belgian Loan Party acknowledges that:
(i) nothing in this Agreement shall impose any obligation on behalf of the applicable Secured Parties Administrative Agent to advance any sum to any Belgian Loan Party or otherwise receives under any amount in payment of such ObligationsLoan Document; and
(ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other that those which it has in its capacity as a Lender.
(d) The parties to this Agreement acknowledge and confirm that the extent that a Loan Parties parallel debt provisions contained herein shall have paid any amounts not be interpreted so as to increase the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment maximum total amount of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event The Parallel Debt shall remain effective in case a third Person should assume or be entitled, partially or in whole, to any rights of a resignation any of the Collateral Agent or Secured Parties under any of its sub-agents the other Loan Documents, be it by virtue of assignment, assumption or otherwise.
(f) All monies received or recovered by the appointment of a new Collateral Administrative Agent or sub-agent pursuant to this Agreement, Agreement and all amounts received or recovered by the retiring Administrative Agent from or replaced Collateral Agent or sub-agent shall (i) assign by the enforcement of any security granted to secure the Parallel Debt owed to it shall be applied in accordance with this Agreement.
(but g) For the purpose of this Section 8.02, the Administrative Agent acts in its own name and on behalf of itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Secured Party.
Appears in 3 contracts
Sources: Incremental Facility Agreement (Ingevity Corp), Incremental Facility Agreement (Ingevity Corp), Credit Agreement (Ingevity Corp)
Parallel Debt. (a) Without prejudice Subject to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity limitations set forth in Section 2.07 of the security interests in the Collateral granted Guarantee Agreement, each Loan Party hereby irrevocably and unconditionally undertakes (and to be granted by the Loan Parties extent necessary undertakes in advance) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with (taking into account the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations in Section 2.07 of such Loan Party the Guarantee Agreement) to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Party under this Agreement and the obligations any other Loan Document pursuant to any Obligations as and liabilities which when those amounts are the result thereof the “Parallel Debt”)due under any Loan Document.
(b) The Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which this Section 8.17 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such obligations of each Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and or any other Loan Document.
Document (c“Corresponding Debt”) Every payment of monies made by a nor shall the amounts for which each Loan Party to the Collateral Agent or any sub-agent thereof shall is liable under paragraph (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general applicationa) above (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations);
(ii) the Corresponding Debt of a Loan Party shall have be decreased to the extent that its Parallel Debt has been irrevocably paid or discharged;
(iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt; and
(iv) for the avoidance of doubt, the Parallel Debt of a Loan Party will become due and payable at the same time when its Corresponding Debt becomes due and payable.
(c) For the purpose of this Section 8.17, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Lien granted under any amounts German Collateral Document with respect to the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.
(d) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Agreement or any sub-agent thereof) on behalf other Loan Document), each of the applicable Secured Parties or Loan Party acknowledges that:
(i) nothing in this Agreement shall impose any of them to reduce the outstanding principal amount of the applicable Obligations or obligation on the Collateral Agent (to advance any sum to any Loan Party or otherwise under any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount Loan Document except in payment of such Obligationsits capacity as a Lender; and
(ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to Document, the Collateral Agent (shall not be regarded as having any participation or any sub-agent thereof) under the Parallel Debt owed to commitment other than those which it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies has in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased its capacity as if said amounts were received directly in payment of the applicable Obligationsa Lender.
(e) In The Parties to this Agreement acknowledge and confirm that the event provisions contained in this Agreement shall not be interpreted so as to increase the maximum total amount of the Obligations.
(f) The Parallel Debt shall remain effective in case a resignation third person should assume or be entitled, partially or in whole, to any rights of any of the Secured Parties under any of the other Loan Documents, be it by virtue of assignment, novation or otherwise.
(g) All monies received or recovered by the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, Agreement and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent shall (i) assign by the enforcement of any security granted to secure the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, shall be applied in each case to accordance with the successor Collateral Agent or sub-agent, as applicableapplicable Security Document.
Appears in 3 contracts
Sources: Amendment Agreement (Momentive Performance Materials Inc.), Senior Secured Debtor in Possession and Exit Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.), Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Security Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as trustee or agent for the Secured Parties, notwithstanding any contrary provision in any Loan Document:
(a) Without prejudice each Loan Party irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to to: (i) all present and in the same currency as the Obligations from time to time due future, actual or contingent amounts owing by such Loan Party to a Secured Party under or in accordance connection with the terms Loan Documents as and conditions of when the same fall due for payment under or in connection with the Loan DocumentsDocuments (including, including for the avoidance of doubt, any limitations set forth thereinchange, shall be owing extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as separate of the date of this Agreement) and independent obligations of (ii) any amount which such Loan Party owes to the Collateral Agent a Secured Party as a result of a party rescinding a Loan Document or as a result of invalidity, illegality, or unenforceability of a Loan Document (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application constitute the Collateral Agent and any sub-agent thereof Secured Party as joint creditors;
(c) the Parallel Obligations shall be entitled not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding clauses (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that a Loan Party shall have paid the Collateral Agent receives (and retains) and applies any amounts payment against the discharge of its Parallel Obligations to the Collateral Agent and the Original Obligations shall be decreased to the same extent;
(or ii) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and
(iii) if any sub-agent thereofOriginal Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf in its capacity of creditor of the applicable Parallel Obligations;
(f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Parties otherwise receives Party to join any amount proceedings as co-claimant with the Collateral Agent in payment respect of any claim by the Collateral Agent against a Loan Party under this Section 9.24;
(g) each Loan Party agrees that:
(i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.24 will not affect any claim of a Secured Party against such ObligationsLoan Party under or in connection with the Loan Documents; and
(ii) to the extent that any defect affecting a claim of a Secured Party against any Loan Parties shall have paid any amounts to the Collateral Agent (Party under or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under connection with the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation will not affect any claim of the Collateral Agent or any of its sub-agents or under this Section 9.24; and
(h) if the appointment of a new Collateral Agent returns to any Loan Party, whether in any kind of insolvency proceedings or sub-agent pursuant otherwise, any recovery in respect of which it has made a payment to this Agreementa Secured Party, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed that Secured Party must repay an amount equal to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case that recovery to the successor Collateral Agent or sub-agent, as applicableAgent.
Appears in 3 contracts
Sources: Incremental Assumption Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving this Section 10.20, “Corresponding Obligations” means each Loan Party’s Obligations other than the initial Parallel Debt.
(b) Each Loan Party hereby irrevocably and continuing validity of the security interests in the Collateral granted and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or Administrative Agent, acting on its own behalf and not as agent for any sub-agent thereof) for the benefit of any Secured Partiesperson, an amount equal to and in the same currency as the Corresponding Obligations from time to time due (such payment undertakings by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof Administrative Agent, hereinafter referred to as the “Parallel Debt”).
(bc) The Parallel Debt will become due and payable in the currency or currencies of the Corresponding Obligations as and when one or more of the Corresponding Obligations become due and payable.
(d) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan Party to the Collateral Administrative Agent (which is transferable and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party and (iii) the Liens granted under the Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust, it being understood, that the total amount which may become due payable by each Loan Party under or pursuant to the Parallel Debt from time to time shall never exceed the total aggregate amount which may become due is payable under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect relevant Corresponding Obligations from time to the Parallel Debt solely in accordance with this Agreement and any other Loan Documenttime.
(ce) Every payment For the purpose of monies made by a Loan Party to this Section 10.20 the Collateral Administrative Agent or any sub-agent thereof shall acts in its own name and on behalf of itself (conditionally upon such payment not subsequently being avoided or reduced by virtue for the benefit of the Secured Parties and each subsequent maker of any provisions Loan by its making thereof) and not as agent or enactments relating to bankruptcy, insolvency, liquidation or similar laws representative of general application) be in satisfaction pro tanto any of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue Secured Parties and each subsequent maker of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedby its making thereof.
(df) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to To the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such the Parallel Debt (the “Received Amount”), the Corresponding Obligations shall be reduced by an aggregate amount (the “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations; and
(ii) . For the avoidance of doubt, to the extent that a Loan Parties shall have paid the Administrative Agent irrevocably receives any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the Corresponding Obligations, the Parallel Debt owed shall be reduced accordingly as if such payment was received as a payment of the Parallel Debt. All amounts received or recovered by the Administrative Agent from or by the enforcement of any security interest granted to itsecure the Parallel Debt, shall be applied in accordance with this Agreement. Without limiting or affecting the total amount due and payable Administrative Agent’s rights against the Loan Parties (whether under this Section 10.20 or under any other provisions of the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents Secured Cash Management Agreement or the appointment of a new Collateral Agent or sub-agent pursuant to this Secured Hedge Agreement, the retiring or replaced Collateral Agent or sub-agent shall ) each Loan Party acknowledges that (i) assign nothing in this Section 10.20 shall impose any obligation on the Parallel Debt owed Administrative Agent to it (but not by way of novation) advance any sum to any Loan Party or otherwise under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, except in its capacity as Lender, Cash Management Bank or Hedge Bank and (ii) transfer for the purpose of any Collateral granted to vote taken under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it securing such Parallel Debthas in its capacity as a Lender, in each case to the successor Collateral Agent Cash Management Bank or sub-agent, as applicableHedge Bank.
Appears in 3 contracts
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Parallel Debt. (a) Without prejudice The Borrower hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and Administrative Agent amounts equal to any amounts owing by the Security Documents and for the purpose of preserving the initial and continuing validity Borrower to any of the security interests in the Collateral granted Secured Parties under any Loan Document as and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Partieswhen, an amount equal to and in the same currency as in which, those amounts are due (the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents“Parallel Debt”); provided that, including for the avoidance of doubt, notwithstanding any limitations set forth thereinother provision hereof, the aggregate amount owed by the Borrower under or in connection with this Agreement or any other Loan Document (including in connection with the Parallel Debt or otherwise) shall not exceed the aggregate amount of the Obligations. Following this, notwithstanding anything to the contrary in any of the Loan Documents, each party agrees that the Administrative Agent shall be owing as separate the joint and independent obligations several creditor (Gesamtgläubiger) (together with each Secured Party (other than the Administrative Agent)) of such Loan Party to each and every of the Collateral Agent (or any sub-agent thereof) for Obligations of the benefit Borrower towards each of any the Secured Parties (such payment undertaking other than the Administrative Agent) under any of the Loan Documents, and that accordingly the obligations and liabilities which are Administrative Agent will have its own independent right to demand performance by the result thereof Borrower of the “Parallel Debt”)Obligations.
(b) Each Loan Party The Borrower and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of the Borrower under paragraph (ia) for this purpose the Parallel Debt constitutes undertakings, obligations above are several and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent fromfrom the Obligations, and without prejudice tothat the Collateral shall also serve, the corresponding Obligations under the Loan Documents which such Loan Party has and shall at all times be deemed to be granted according to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of Security Agreements, as collateral security for the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party its Obligations have been irrevocably paid or (in the case of any guarantees hereunder) discharged;
(ii) the Obligations of the Borrower shall have paid any amounts be decreased to the Collateral Agent (extent that its Parallel Debt has been irrevocably paid or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and
(iiiii) to the extent that a Loan Parties Parallel Debt of the Borrower shall have paid any amounts to not exceed its Obligations.
(c) The Administrative Agent shall hold the Collateral Agent (or any sub-agent thereof) claims against the Borrower under the Parallel Debt owed to it or structure under this Section 11.10 as agent for the Collateral Secured Parties in accordance with the provisions of this Agreement. The Administrative Agent (or shall distribute any sub-agent thereof) shall have otherwise amounts received monies in payment of under the Parallel Debt owed to it, claims among the total Secured Parties in accordance with the provisions of this Agreement as if such amount due and payable was received under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Valneva SE), Credit Agreement (Valneva SE)
Parallel Debt. (a) Without prejudice to the provisions of this the Credit Agreement and the Security Documents and for the purpose of ensuring and preserving the initial validity and continuing validity continuity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Pledgor under or pursuant to this Deed the Pledgor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount Pledgee amounts equal to and in the same currency as of the Obligations from time to time due by such Loan Party the Pledgor in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Documents (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).;
(b) Each Loan Party The Pledgor and the Collateral Agent (and any sub-agent thereof) Pledgee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Pledgor to the Collateral Agent (and any sub-agent thereof) Pledgee under the Loan Documents this Deed which are separate and independent from, and without prejudice to, the corresponding Obligations under which the Loan Documents which such Loan Party has Parties have to the Secured Parties any Beneficiary and (ii) that the Parallel Debt represents the Collateral AgentPledgee’s (including any sub-agent thereof) own claims (vorderingen op naam) to receive payment of the Parallel Debt; , provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentObligations.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof Beneficiary shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor the Pledgor contained in Section 12.11(aClause 2.1(a); , provided that that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Agent and any sub-agent thereof Pledgee shall be entitled to receive the amount of such payment from such Loan Party the Pledgor and such Loan Party the Pledgor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11Clause 2.1(c), but notwithstanding any of the other provisions of this Section 12.11Clause 2:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Clause 2 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them Beneficiary to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Beneficiary otherwise receives any amount in payment of such the Obligations; and
(ii) to the extent that a Loan Parties the Pledgor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) Pledgee under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) Pledgee shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In The Pledgee, by signing this Deed, acknowledges the event provisions of a resignation Clause 2.1 on behalf of the Collateral Agent Loan Parties.
(f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or any recovered by the Pledgee which it has applied in reduction of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign claim under the Parallel Debt owed to it (but not by way in accordance with the terms of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agentthis Deed, as applicableif the corresponding claim under the Obligations of the Loan Parties has not been discharged.
Appears in 2 contracts
Sources: Pledge of Shares Agreement, Pledge Agreement (Affiliated Computer Services Inc)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving any German Security Document, the initial German Borrower irrevocably and continuing validity unconditionally undertakes, by way of the security interests in the Collateral granted and an abstract acknowledgement of debt, to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for as creditor in its own right and not as representative of the benefit of any Secured Parties, an amount equal to and in the same currency as aggregate of all Obligations of the Obligations German Borrower to each Secured Party from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Obligations (such payment undertaking and the obligations and liabilities which are the result thereof thereof, hereinafter being the “Parallel Debt”).
(b) Each Loan Party The parties to this Agreement hereby acknowledge and the Collateral Agent (and any sub-agent thereof) acknowledge agree that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the German Borrower to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under which the Loan Documents which such Loan Party has German Borrower have to the any Secured Parties Party, and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims claim to receive payment of such Parallel Debt by the Parallel DebtGerman Borrower; provided that the total amount which may become due under the Parallel Debt of the German Borrower under this Section 12.14(b) shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that Obligations of the Collateral Agent or any sub-agent thereof shall exercise its rights with respect German Borrower to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentSecured Parties.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by the German Borrower as the Parallel Debt under this Section 12.11 12.14 shall be decreased to the extent that the German Borrower shall have paid any amounts to the Secured Parties or any of them to reduce the German Borrower’s outstanding Obligations or a Loan Secured Party otherwise receives any amount in payment of such Obligations (other than by virtue of Section 12.14(d) below).
(d) To the extent that the German Borrower shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of under the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations Parallel Debt or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the such Parallel Debt owed to itfrom the German Borrower, the total amount due and payable under the Loan Documents Obligations of the German Borrower shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased.
(e) In the event of a resignation of All monies received or recovered by the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Section 12.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure a Parallel Debt, shall be applied in accordance with this Agreement.
(f) For the purpose of this Section 12.14, the retiring or replaced Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or sub-agent trustee of any other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust.
(g) Without limiting or affecting the Collateral Agent’s rights against the German Borrower (whether under this Section 12.14 or under any other provision of the Credit Documents), the German Borrower acknowledges that:
(i) assign nothing in this Section 12.14 shall impose any obligation on the Parallel Debt owed Collateral Agent to it (but not by way of novation) and advance any sum to the German Borrower or otherwise under any Credit Document, except in its capacity as a Lender; and
(ii) transfer for the purpose of any Collateral granted to it securing such Parallel Debtvote taken under any Credit Document, in each case to the successor Collateral Agent shall not be regarded as having any participation or sub-agentcommitment other than those which it has in its capacity as a Lender.
(h) For the avoidance of doubt, as applicablea Parallel Debt will become due and payable at the same time the German Borrower’s Obligations become due and payable.
Appears in 2 contracts
Sources: Credit Agreement (Gardner Denver Holdings, Inc.), Credit Agreement (Gardner Denver Holdings, Inc.)
Parallel Debt. (a) Without prejudice Each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Facility Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as aggregate of all its Principal Obligations to all the Obligations Finance Parties from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof the “thereof, its Parallel Debt”).
(b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that Parties hereby acknowledges that:
(i) for this purpose purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of each Loan Party such Obligor to the Collateral Facility Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Principal Obligations under the Loan Documents which such Loan Party Obligor has to the Secured Parties and any Finance Party; and
(ii) that the Parallel Debt represents the Collateral Facility Agent’s (including any sub-agent thereof) own claims claim to receive payment of the such Parallel Debt; Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount Principal Obligations of such payment from such Loan Party and such Loan Party shall remain liable Obligor to perform all the relevant obligation and the relevant liability shall be deemed not to have been dischargedFinance Parties.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by an Obligor as the Parallel Debt under this Section 12.11 Clause 24.3 shall be decreased to the extent that a Loan Party such Obligor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Finance Parties or any of them to reduce the such Obligor’s outstanding principal amount of the applicable Principal Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Finance Party otherwise receives any amount in payment of such ObligationsPrincipal Obligations (other than by virtue of paragraph (ii) below); and
(ii) to the extent that a Loan Parties an Obligor shall have paid any amounts to the Collateral Facility Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Facility Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the such Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Principal Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit Facility Agreement, Credit Facility Agreement (Shurgard Storage Centers Inc)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Second Lien Collateral granted under the Second Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Second Lien Collateral Agent as trustee or agent for some or all of the Second Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document:
(a) Without prejudice each Issuer and Guarantor irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Second Lien Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Issuer or Guarantor to Second Priority Notes Secured Parties under or in connection with the Note Documents as and in when the same currency as the Obligations from time to time fall due by such Loan Party for payment under or in accordance connection with the terms and conditions of the Loan DocumentsNote Documents (including, including for the avoidance of doubt, any limitations set forth thereinchange, shall be owing as separate and independent extension or increase in those obligations of such Loan Party pursuant to the Collateral Agent (or in connection with any sub-agent thereof) for the benefit amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to Second Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the Second Lien Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed not constitute the total amount which may become due under the Loan Documents; provided, further, that the Second Lien Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.Second Priority Notes Secured Party as joint creditors;
(c) Every payment of monies made by a Loan Party to the Collateral Agent Parallel Obligations shall not limit or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto affect the existence of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating Original Obligations for which the Second Priority Notes Secured Parties shall have an independent right to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding clauses (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that a Loan the Second Lien Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations to the Second Lien Collateral Agent and the Original Obligations shall be decreased to the same extent;
(ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant Second Priority Notes Secured Party shall have paid any amounts to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Second Lien Collateral Agent; and
(iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the Second Lien Collateral Agent (or any sub-agent thereof) in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Second Lien Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount Second Lien Collateral Agent in its capacity as creditor of the applicable Obligations or Parallel Obligations;
(f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a Second Priority Notes Secured Party to join any proceedings as co-claimant with the Second Lien Collateral Agent in respect of any claim by the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11;
(or g) each Issuer and Guarantor agrees that:
(i) any sub-agent thereof) on behalf defect affecting a claim of the applicable Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a Second Priority Notes Secured Parties otherwise receives any amount Party against such Issuer or Guarantor under or in payment of such Obligationsconnection with the Second Lien Documents; and
(ii) any defect affecting a claim of a Second Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the Second Lien Collateral Agent under this Section 13.11; and
(h) if the Second Lien Collateral Agent returns to any Issuer or Guarantor, whether in any kind of insolvency proceeding or otherwise, any recovery in respect of which it has made a payment to a Second Priority Notes Secured Party, that Second Priority Notes Secured Party must repay an amount equal to that recovery to the extent that a Loan Parties shall have paid Second Lien Collateral Agent.
(i) For purposes of any amounts to Second Lien Collateral Document governed by Dutch law, any resignation by the Second Lien Collateral Agent (or any sub-agent thereof) is not effective with respect to its rights under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of Obligations until all rights and obligations under the Parallel Debt owed Obligations have been assigned to it, and assumed by the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly successor agent appointed in payment of the applicable Obligationsaccordance with this Indenture.
(ej) In the event of a resignation of the The Second Lien Collateral Agent or will reasonably cooperate in transferring its rights and obligations under the Parallel Obligations to a successor agent in accordance with this Indenture and will reasonably cooperate in transferring all rights and obligations under any Second Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of its sub-agents or rights and obligations by the appointment of a new Second Lien Collateral Agent or sub-to a successor collateral agent pursuant to in accordance with this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableIndenture.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Parallel Debt. (a) Without prejudice to the provisions of this the Credit Agreement and the Security Documents and for the purpose of ensuring and preserving the initial validity and continuing validity continuity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Pledgor under or pursuant to this Deed the Pledgor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount Pledgee amounts equal to and in the same currency as of the Foreign Obligations from time to time due by such Loan Party the Pledgor in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Documents (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).;
(b) Each Loan Party The Pledgor and the Collateral Agent (and any sub-agent thereof) Pledgee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Pledgor to the Collateral Agent (and any sub-agent thereof) Pledgee under the Loan Documents this Deed which are separate and independent from, and without prejudice to, the corresponding Foreign Obligations under which the Loan Documents which such Loan Party has Parties have to any of the Secured Guaranteed Parties and (ii) that the Parallel Debt represents the Collateral AgentPledgee’s (including any sub-agent thereof) own claims (vorderingen op naam) to receive payment of the Parallel Debt; , provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentForeign Obligations.
(c) Every payment of monies made by a Loan Party to any of the Collateral Agent or any sub-agent thereof Guaranteed Parties shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor the Pledgor contained in Section 12.11(aClause 2.1(a); , provided that that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Agent and any sub-agent thereof Pledgee shall be entitled to receive the amount of such payment from such Loan Party the Pledgor and such Loan Party the Pledgor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11Clause 2.1(c), but notwithstanding any of the other provisions of this Section 12.11Clause 2:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Clause 2 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Guaranteed Parties or any of them to reduce the outstanding principal amount Foreign Obligations or any of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Guaranteed Parties otherwise receives any amount in payment of such the Foreign Obligations; and
(ii) to the extent that a Loan Parties the Pledgor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) Pledgee under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) Pledgee shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Foreign Obligations shall be decreased as if said amounts were received directly in payment of the applicable Foreign Obligations.
(e) In The Pledgee, by signing this Deed, acknowledges the event provisions of a resignation Clause 2.1 on behalf of the Collateral Agent Loan Parties.
(f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or any recovered by the Pledgee which it has applied in reduction of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign claim under the Parallel Debt owed to it (but not by way in accordance with the terms of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agentthis Deed, as applicableif the corresponding claim under the Foreign Obligations of the Loan Parties has not been discharged.
Appears in 2 contracts
Sources: Pledge of Receivables, Agreement and Deed of the Creation of a First Ranking Right of Pledge of Receivables (Affiliated Computer Services Inc)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving creating effective security under Dutch law and the initial laws of some other jurisdictions, each Loan Party hereby irrevocably and continuing validity of the security interests in the Collateral granted and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to its Obligations as and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which when those amounts are the result thereof the “Parallel Debt”)due.
(b) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent under paragraph (a) above are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such obligations of that Loan Party has to a Lender, the Secured Parties and (ii) that L/C Issuer, the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Administrative Agent or any sub-agent thereof other holder of the Obligations (its “Corresponding Debt”) nor shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a amounts for which each Loan Party to the Collateral Agent or any sub-agent thereof shall is liable under paragraph (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general applicationa) above (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guaranty obligations) discharged;
(ii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; and
(iii) the amount of the Parallel Debt of a Loan Party shall have paid any amounts at all times be equal to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; andits Corresponding Debt.
(iic) to For the extent that purpose of this Section 10.12, the Administrative Agent acts in its own name and not as a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies trustee, and its claims in payment respect of the Parallel Debt owed to it, the total amount due and payable shall not be held on trust. The Collateral granted under the Loan Collateral Documents shall be decreased to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as if said amounts were received directly in payment creditor of the applicable ObligationsParallel Debt and shall not be held on trust.
(ed) In All monies received or recovered by the event of a resignation of the Collateral Administrative Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementSection 10.12, and all amounts received or recovered by the retiring Administrative Agent from or replaced Collateral Agent or sub-agent shall (i) assign by the Parallel Debt owed to it (but not by way enforcement of novation) and (ii) transfer any Collateral granted to it securing such secure the Parallel Debt, shall be applied in each case to the successor Collateral Agent or sub-agent, as applicableaccordance with Section 9.03.
Appears in 2 contracts
Sources: Credit Agreement (Balchem Corp), Credit Agreement (Balchem Corp)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law:
(i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "Foreign Corresponding Debt"), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and
(ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "U.S. Corresponding Debt"), and each Secured Parties Party (such payment other than any Foreign Obligations Secured Party) consents to the undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii).
(b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
(ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt.
(c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust.
(d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement.
(e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing).
(f) Without limiting or affecting the Collateral Agent's rights against a Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that:
(i) nothing in this Section 9.14 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and
(ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.
(or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount will become due and payable under (opeisbaar) at the Loan Documents shall be decreased as if said amounts were received directly in payment of same time the applicable Obligationsrelevant Corresponding Debt becomes due and payable.
(eh) In For the event purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a resignation claim of the Collateral Agent or any of its sub-agents or the appointment against a Loan Party in respect of a new Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant does constitute such common property and such provisions do apply, the parties to this Agreement, Agreement agree that this Agreement shall constitute the retiring or replaced Collateral Agent or sub-agent shall administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code.
(i) assign For the Parallel Debt owed purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to it demand performance by the Loan Parties of those obligations (but not by way of novationGesamtgläubigerschaft) and in full.
(iij) transfer any Collateral granted to it securing such Parallel Debt, in each case Notwithstanding anything to the successor Collateral Agent contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or sub-agentprovide any security for, any Obligation of a U.S. Loan Party, or be construed as applicablea guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only:
(ai) Without prejudice The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate of all Obligations to all the Lenders and in the same currency as the Obligations Issuing Bank from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof the are referred to as “Parallel Debt”).
(bii) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge parties to this Agreement acknowledges that (i) for this purpose purpose, the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of each Loan Party the Borrower to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under which the Loan Documents which such Loan Party has Borrower owes to the Secured Parties any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims claim to receive payment of such Parallel Debt by the Parallel DebtBorrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that Obligations of the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Borrower to all the Parallel Debt solely in accordance with this Agreement Lenders and any other Loan Documentthe Issuing Bank.
(cA) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by the Borrower as the Parallel Debt under this Section 12.11 clause (k) shall be decreased to the extent that a Loan Party the Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of Lenders and the applicable Secured Parties Issuing Bank or any of them to reduce the Borrower’s outstanding principal amount of the applicable Obligations or the Collateral Agent (any Lender or any sub-agent thereof) on behalf of the applicable Secured Parties Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such ObligationsObligations (other than by virtue of paragraph (B) hereafter); and
and (iiB) to the extent that a Loan Parties the Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Administrative Agent (or any sub-agent thereof) shall have otherwise received monies in irrevocable and unconditional payment of the such Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Restatement Agreement (Delphi Automotive PLC), Credit Agreement (Delphi Automotive PLC)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any the Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any the limitations set forth thereinout in any joinder agreement delivered in accordance with Section 6.11, shall be owing as separate and independent obligations of such Loan Party to each of (i) the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Collateral Agent Parallel Debt”) and (ii) any sub-agent of the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Sub-Agent Parallel Debt” and, together with the Collateral Agent Parallel Debt, the “Parallel Debt”). Solely for the purposes of the Collateral Documents governed by Russian law, the Collateral Agent acts as a joint and several creditor with each Secured Party.
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Collateral Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and or any obligations with respect to the Sub-Agent Parallel Debt; (ii) for this purpose the Sub-Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to each sub-agent, if any, of the Collateral Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties or any obligations with respect to the Collateral Agent Parallel Debt; (iii) that the Collateral Agent Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Collateral Agent Parallel Debt; and (iv) that the Sub-Agent Parallel Debt represents the applicable sub-agent’s own claims to receive payment of the Sub-Agent Parallel Debt; provided that the total amount which may become due under each of the Collateral Agent Parallel Debt and the Sub-Agent Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or and any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Agreement and any other Loan Documentthe Collateral Documents (including the Junior Lien Intercreditor Agreement).
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor Loan Party contained in Section 12.11(a10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1110.22, but notwithstanding any of the other provisions of this Section 12.1110.22:
(i) the total amount due and payable as Collateral Agent Parallel Debt and Sub-Agent Parallel Debt under this Section 12.11 10.22 shall be each decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) or to the Administrative Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) or the Administrative Agent on behalf of the applicable Secured Parties otherwise receives any amount in payment of such the Obligations; and
(ii) to the extent that a Loan Parties Party shall have paid any amounts to the Administrative Agent or to the Collateral Agent (or any sub-agent thereof) under the applicable Parallel Debt owed to it or the Administrative Agent or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the applicable Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to Article IX of this Agreement, the retiring or replaced Collateral Agent or sub-agent shall at the Loan Parties’ sole cost and expense (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
(b) Pursuant to clause (vii)(b) of the final paragraph of Section 10.01 of the Credit Agreement, the Borrower and the Administrative Agent hereby agree that, for the avoidance of doubt, in applying the 65% limitation on the pledge of the voting stock of any Subsidiary pursuant to clause (D) of the definition “Collateral and Guarantee Requirement”, the determination of the percentage of total voting power of all outstanding voting stock in a Subsidiary pledged shall include all voting stock in such Subsidiary pledged by any Person.
Appears in 2 contracts
Sources: Credit Agreement (Gates Global Inc.), Credit Agreement (St. Augustine Real Estate Holding LLC)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Issuers and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Notes and the Guarantees from time to time due by the Issuers or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsNotes and Guarantees, including for the avoidance of doubt, any the limitations set forth thereinout under Section 10.04, shall be owing as a separate and independent obligations obligation of such Loan Party the Issuers and each Guarantor to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Issuers, each Guarantor and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Loan Party Guarantor to the Collateral Security Agent (under this Indenture and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes and Guarantees which the Issuers or such Loan Party Guarantor has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes and Guarantees; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents (including the Intercreditor Agreement and any other Loan DocumentAdditional Intercreditor Agreement).
(c) Every payment of monies made by the Issuers or a Loan Party Guarantor to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Grantor Guarantor contained in Section 12.11(a11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Issuers or such Loan Party Guarantor and the Issuers or such Loan Party Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1111.05(c), but notwithstanding any of the other provisions of this Section 12.11:clause (d):
(i) the total amount due and payable as Parallel Debt under this Section 12.11 11.05 shall be decreased to the extent that the Issuers or a Loan Party Guarantor shall have paid any amounts to the Collateral Security Agent (or any sub-agent thereof) to the Trustee on behalf of the applicable Secured Parties Holders or any of them to reduce the outstanding principal amount of the applicable Obligations Notes or the Collateral Security Agent (or any sub-agent thereof) the Trustee on behalf of the applicable Secured Parties Holders otherwise receives any amount in payment of such Obligationsthe Notes and the Guarantees; and
(ii) to the extent that the Issuers or a Loan Parties Guarantor shall have paid any amounts to the Collateral Trustee or to the Security Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Trustee or the Security Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Notes and the Guarantees shall be decreased as if said amounts were received directly in payment of the applicable ObligationsNotes and Guarantees.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Indenture (Ardagh Group S.A.), Indenture (Ardagh Group S.A.)
Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only:
(ai) Without prejudice The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate of all Foreign Obligations to all the Lenders and in the same currency as the Obligations Issuing Bank from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof the are referred to as “Parallel Debt”).
(bii) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge parties to this Agreement acknowledges that (i) for this purpose purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of each Loan Party the Euro Borrower to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Foreign Obligations under which the Loan Documents which such Loan Party has Euro Borrower owes to the Secured Parties any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims claim to receive payment of such Parallel Debt by the Parallel DebtEuro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that Foreign Obligations of the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Euro Borrower to all the Parallel Debt solely in accordance with this Agreement Lenders and any other Loan Documentthe Issuing Bank.
(cA) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by the Euro Borrower as the Parallel Debt under this Section 12.11 clause (k) shall be decreased to the extent that a Loan Party the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of Lenders and the applicable Secured Parties Issuing Bank or any of them to reduce the Euro Borrower’s outstanding principal amount of the applicable Foreign Obligations or the Collateral Agent (any Lender or any sub-agent thereof) on behalf of the applicable Secured Parties Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such ObligationsForeign Obligations (other than by virtue of paragraph (B) hereafter); and
(iiB) to To the extent that a Loan Parties the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Administrative Agent (or any sub-agent thereof) shall have otherwise received monies in irrevocable and unconditional payment of the such Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Foreign Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Mylan Inc.), Credit Agreement (Mylan Inc.)
Parallel Debt. (a) Without prejudice Each of the Borrower and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents or, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or other similar services provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of the Loan Documents, including for the avoidance such Principal Obligations. The Parallel Debt of doubt, any limitations set forth therein, Principal Party shall be owing become due and payable as separate and independent obligations when any Principal Obligation of such Loan Principal Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable.
(b) Each Loan The Administrative Agent and each Principal Party agree and the Collateral Agent (and any sub-agent thereof) acknowledge that that:
(i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Collateral Administrative Agent (in its personal capacity and any sub-agent thereofnot in its capacity as agent) under the Loan Documents which are that is separate and independent from, and without prejudice to, any Principal Obligation and represents the corresponding Obligations Administrative Agent’s own claim to receive payment of such Parallel Debt from such Principal Party; and
(ii) the security interest created under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that secure the Parallel Debt represents is granted to the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment Administrative Agent in its capacity as sole creditor of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral The Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan each Principal Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11agree that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Principal Party shall be decreased if and to the extent that a Loan the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged;
(ii) the Principal Obligations of each Principal Party shall have paid any amounts be decreased if and to the Collateral Agent (or any sub-agent thereof) on behalf of extent that the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment Parallel Debt of such ObligationsPrincipal Party has been paid or, in the case of guarantee obligations, discharged; and
(iiiii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) amount payable under the Parallel Debt owed to it or of each Principal Party shall at no time exceed the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment Principal Obligations of the applicable Obligationssuch Principal Party.
(ed) In Any amount received or recovered by the event Administrative Agent in respect of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way including as a result of novationany enforcement proceedings) shall be applied in accordance with the terms of this Agreement and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableother Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (NCR Corp), Guarantee and Pledge Agreement (NCR Corp)
Parallel Debt. (a) Without prejudice to For the provisions purposes of this Agreement taking and ensuring the Security Documents and for the purpose of preserving the initial and continuing validity of security (“Parallel Debt Security”) under the security interests in the Collateral granted and to be granted by the Loan Parties Credit Documents subject to the laws of Germany and the Netherlands, notwithstanding any contrary provision in this Agreement:
(i) each Obligor irrevocably undertakes, by way of an abstract acknowledgement of debt and as an independent payment obligation (such undertakings, the “Parallel Obligations”), to pay to Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to all present and future amounts owing by it to a Secured Party under and in the same currency as the Obligations from time to time due by such Loan Party in accordance connection with the terms and conditions of the Loan Credit Documents, including including, for the avoidance of doubt, any limitations set forth thereinobligations resulting from unjustified enrichment or tort, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).
(b) Each Loan Party and the Collateral Agent (and , provided that this shall not, at any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakingstime, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has result in an Obligor incurring an aggregate obligation to the Secured Parties and which is greater than its obligations to the Secured Parties under the Credit Documents;
(ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) Agent shall have its own claims independent right to demand and receive payment of the Parallel Debt; provided that Obligations;
(iii) the total amount Parallel Obligations shall not limit or affect the existence of the Original Obligations for which may become due under the Secured Parties shall have an independent right to demand payment;
(iv) notwithstanding Section 9.8(d)(i), payment by an Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Party and payment by an Obligor of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to Collateral Agent;
(v) the Parallel Obligations are owed to Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and the Parallel Debt Security shall never exceed secure the total amount which may become due under the Loan Documents; providedParallel Obligations so owing;
(vi) without limiting or affecting Collateral Agent’s right to protect, furtherpreserve or enforce its rights in relation to any Secured Obligations, that the Collateral Agent or any sub-agent thereof shall undertakes to each Secured Party not to exercise its rights with in respect to of the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to Obligations without the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto consent of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such ObligationsParty; and
(iivii) Collateral Agent undertakes to pay to the extent that a Loan Secured Parties shall have paid any amounts to the Collateral Agent (amount collected or any sub-agent thereof) under the Parallel Debt owed to received by it in payment or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in partial payment of the Parallel Debt owed Obligations and shall distribute any amount so received to it, the total amount due Secured Parties in accordance with the terms of the Pledge and payable under the Loan Documents shall be decreased Security Agreement as if said such amounts were had been received directly in payment respect of the applicable Original Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)
Parallel Debt. (a) Without prejudice to the provisions Notwithstanding any other provision of this Agreement and the Security Documents and solely for the purpose of ensuring and preserving the initial validity and continuing validity continuity of certain of the security interests in the Collateral granted Documents and to be granted by subject, as provided below, each of the Loan Parties hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent or the Collateral Agent (or any sub-agent thereof) for aas applicable), as creditor in its own right and not as representative of the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to each and any of the terms and conditions Secured Parties under any of the Loan Documents, including Documents as and when that amount falls due for payment under the avoidance relevant Loan Document or would have fallen due but for any discharge resulting from failure of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan another Secured Party to the Collateral Agent take appropriate steps, in insolvency proceedings affecting that Guarantor, to preserve its entitlement to be paid that amount (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and The Administrative Agent or the Collateral Agent (as applicable) shall have its own independent right to demand payment of the amounts payable by each Guarantor under the Loan Documents, irrespective of any discharge of such Guarantor’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts.
(c) Any amount due and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each payable by a Loan Party to the Administrative Agent or the Collateral Agent (as applicable) under this Section 10.26 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent or the Collateral Agent (as applicable) has received (and is able to retain) payment in full of the corresponding amount thereunder.
(d) The rights of the Secured Parties (other than the Administrative Agent or the Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, but without duplication of, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment rights of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(iias applicable) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) receive payment under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsthis Section 10.26.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp)
Parallel Debt. (a) Without prejudice Each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for Agent, as creditor in its own right and not as representative of the benefit of any Secured PartiesLenders and the Issuing Bank, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to the terms Lenders and conditions the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations.
(b) The obligations of each Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Collateral Agent Lenders or the Issuing Bank under the Obligations (or any sub-agent thereofits “Corresponding Debt”) nor shall the amounts for the benefit of any Secured Parties which each Loan Party is liable under paragraph (such payment undertaking and the obligations and liabilities which are the result thereof the a) above (its “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge way by its Corresponding Debt, provided that (i) for this purpose the Collateral Agent shall not demand payment with regard to the Parallel Debt constitutes undertakingsof any Loan Party to the extent that such Loan Party's Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, obligations (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party's Parallel Debt has been paid or (in the case of guarantee obligations) discharged and liabilities (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 9.17. Any security granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent.
(d) Any amount due and payable by any Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment in respect of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any amount due and payable by a Loan Party to the Lenders and the Issuing Bank under the Corresponding Debt shall have be decreased to the extent that such Loan Party has paid any amounts the corresponding amount to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a under its Parallel Debt. Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under all objections and defenses against the Parallel Debt owed to it or which they have against the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsCorresponding Debt.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings Inc.)
Parallel Debt. (Covenant to pay the Security Agent)
(a) Without prejudice Each of the Debtors and each Secured Party (other than the Security Agent) hereby irrevocably and unconditionally agrees and undertakes with the Security Agent (and, where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) that each of the Debtors shall pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Partiessums equal to, an amount equal to and in the currency of, any sums owing by it to a Secured Party (other than the Security Agent) under any Finance Documents (the “Principal Obligations”) as and when the same currency as fall due for payment under the Obligations from time to time due by such Loan Party in accordance relevant Finance Document (together with the terms and conditions of the Loan Documentsobligations described in paragraph (e) below, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtDebt Obligations”) provided that prior to the 2012/2032 Final Notes Redemption, the Parallel Debt Obligations in respect of Security over Principal Property shall be subject to the limitations in Clause 18 (Limitation on Principal Property over Security).
(b) Each Loan of the Debtors and each Secured Party and (other than the Collateral Agent (and any sub-agent thereofSecurity Agent) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) acknowledges that the Parallel Debt represents right of the Collateral Agent’s (including any sub-agent thereof) own claims Security Agent to receive demand payment of the Parallel Debt; Debt Obligations shall be independent and several from the rights of the other Secured Parties to demand payment of the Principal Obligations provided that the total amount which may become due under the payment by a Debtor of its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Obligations to the Parallel Debt solely Security Agent in accordance with this Agreement Clause 16.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and vice versa the payment by a Debtor of its Principal Obligations in accordance with the provisions of the Finance Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations but further provided that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel Debt Obligations is effected by virtue of any other Loan Documentset-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent.
(c) Every Despite the foregoing, any payment of monies under the Finance Documents shall be made by a Loan Party to the Collateral Security Agent unless expressly stated otherwise in any Finance Document or any sub-agent thereof shall (conditionally upon unless the Security Agent directs such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of made to the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedSecurity Agent.
(d) Subject to Without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 16.2 or under any other provision in paragraph (c) of this Section 12.11, but notwithstanding any of the Finance Documents), the Security Agent agrees with each other provisions of this Section 12.11:
Secured Party (ion a several and divided basis) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) it will not exercise its rights under the Parallel Debt owed Obligations in respect of the Principal Obligations owing to it a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by this Agreement, the Collateral Agent relevant Transaction Security Document or any other Finance Document (or to do any sub-agent thereof) shall have otherwise received monies in payment of act reasonably incidental to the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsforegoing).
(e) In The Security Agent, the event of a resignation Debtors and each of the Collateral other Secured Parties agree that the Security Agent or any shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Debtors towards that other Secured Party under the Finance Documents, and that accordingly the Security Agent will have its sub-agents or own and independent right to demand performance by the appointment Debtors of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall those obligations (iGesamtgläubigerschaft) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablefull.
Appears in 2 contracts
Sources: Intercreditor Agreement (Sappi LTD), Intercreditor Agreement (Sappi LTD)
Parallel Debt. (a) Without prejudice to the provisions Notwithstanding any other provision of this Agreement each Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Documents Agent expressly (including any successor Security Agent), as creditor in its own right and for the purpose of preserving the initial and continuing validity not as representative (vertegenwoordiger) of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured other Finance Parties, an amount sums equal to and in the same currency as of each amount payable by the Obligations from time Obligors to time due by such Loan Party in accordance with the terms and conditions each of the Loan DocumentsFinance Parties under each of the Finance Documents as and when that amount falls due for payment under the relevant Finance Document or would have fallen due but for any suspension of payment, including for moratorium, discharge by operation of law or analogous event (the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “"Parallel Debt”").
(b) Each Loan Party The Security Agent shall have its own independent right to demand payment of the amounts payable by the Obligors under this Clause 27.2 irrespective of any suspension, extinction or any other discharge for any reason whatsoever (otherwise than by payment) of the Obligors' obligation to pay those amounts to the other Finance Parties other than a discharge by virtue of payment which those Finance Parties are entitled to retain.
(c) Any amount due and payable by any Obligor to the Collateral Security Agent under this Clause 27.2 shall be decreased to the extent that the other Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any sub-agent thereof) acknowledge that (i) for this purpose amount due and payable by the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Obligors to the Collateral other Finance Parties under those provisions shall be decreased to the extent that the Security Agent has received (and any sub-agent thereofis able to retain) payment in full of the corresponding amount under this Clause 27.2.
(d) The rights of the Finance Parties (other than the Security Agent) to receive payment of amounts payable by the Obligors under the Loan Finance Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Security Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsClause 27.2.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Alliance Data Systems Corp), Senior Facilities Agreement (Alliance Data Systems Corp)
Parallel Debt. (ai) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms to any Lender Party under this Agreement and conditions of the any other Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party Document pursuant to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Obligations as and when those amounts are due under any Loan Document (such payment undertaking undertakings under this Section 8.10(b) and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”).;
(bii) the Administrative Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under Section 5.06 are several, separate and independent (iselbständiges Schuldanerkenntnis) for this purpose from, and shall not in any way limit or affect, the Parallel Debt constitutes undertakings, corresponding obligations and liabilities of each Loan Party to any Lender Party under this Agreement or any other Loan Document (the Collateral Agent (and any sub-agent thereof“Corresponding Debt”) under nor shall the Loan Documents amounts for which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such each Loan Party has to the Secured Parties and are liable under this Section 8.10(b) be limited or affected in any way by its Corresponding Debt provided that: (iiA) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (B) the Corresponding Debt shall have paid any amounts be decreased to the Collateral Agent extent that the Parallel Debt has been irrevocably paid or discharged; (or any sub-agent thereofC) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (D) the Parallel Debt will be payable in the currency or currencies of the Collateral Corresponding Debt; and (E) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable;
(iii) the security granted under any German Security Agreement and any Dutch Security Agreement with respect to the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt;
(iv) without limiting or affecting the Administrative Agent’s rights against any Loan Party (whether under this Agreement or any sub-agent thereofother Loan Document), each Loan Party acknowledges that: (A) in this Agreement shall impose any obligation on behalf the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document; and (B) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other that those which it has in its capacity as a Lender;
(v) the Parties to this Agreement acknowledge and confirm that the provisions contained in this Agreement shall not be interpreted so as to increase the maximum total amount of the applicable Secured Obligations;
(vi) the Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Lender Parties otherwise receives under any amount in payment Loan Documents, be it by virtue of such Obligationsassignment, assumption or otherwise; and
(iivii) all monies received or recovered by the Administrative Agent pursuant to this Agreement and all amounts received or recovered by the extent that a Loan Parties shall have paid Administrative Agent from or by the enforcement of any amounts security granted to the Collateral Agent (or any sub-agent thereof) under secure the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly applied in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to accordance with this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.)
Parallel Debt. (a) Without prejudice Each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for Agent, as creditor in its own right and not as representative of the benefit of any Secured PartiesLenders and the Issuing Bank, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to the terms Lenders and conditions the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations.
(b) The obligations of each Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Collateral Agent Lenders or the Issuing Bank under the Obligations (or any sub-agent thereofits “Corresponding Debt”) nor shall the amounts for the benefit of any Secured Parties which each Loan Party is liable under paragraph (such payment undertaking and the obligations and liabilities which are the result thereof the a) above (its “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge way by its Corresponding Debt, provided that (i) for this purpose the Collateral Agent shall not demand payment with regard to the Parallel Debt constitutes undertakingsof any Loan Party to the extent that such Loan Party's Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, obligations (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party's Parallel Debt has been paid or (in the case of guarantee obligations) discharged and liabilities (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 9.17. Any security granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent.
(d) Any amount due and payable by any Loan Party to the Collateral Agent (in respect of a Parallel Debt under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any sub-agent thereof) amount due and payable by a Loan Party to the Lenders and the Issuing Bank under the Corresponding Debt shall be decreased to the extent that such Loan Documents Party has paid the corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt.
(e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment.
(f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent to receive payment under the Parallel Debt.
(g) All monies received or any of its sub-agents or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementSection 9.17, and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent by the enforcement of any security interest securing the Parallel Debt, shall (i) assign be applied in accordance with Section 8.03; provided that, for such purpose, the Parallel Debt owed of each Loan Party shall be deemed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case be owing to the successor Administrative Agent, the Collateral Agent or sub-agentAgent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements, the Lenders and Issuing Bank (as applicable).
Appears in 1 contract
Parallel Debt. Notwithstanding any other provision of any Loan Document, each Guarantor organized in any jurisdiction listed in Schedule 8.10 (a) Without prejudice as such schedule may be amended or supplemented from time to time by mutual agreement of the provisions of this Agreement Administrative Agent and the Security Documents Company) (each, a “Relevant Loan Party”), hereby unconditionally and for the purpose of preserving the initial irrevocably agrees and continuing validity of the security interests in covenants with the Collateral granted and to be granted Agent by the way of an acknowledgement of independent payment obligation that such Relevant Loan Parties Party shall pay to the Collateral Agent (as creditor in its own right and not as representative or any sub-agent thereof) for of the benefit of any other Secured PartiesParties sums equal to, an amount equal to and in the same currency as of, the Obligations from time to time due aggregate amount of the obligations owing by such Relevant Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate at any given time (the “Principal Obligations”) as and independent from, and without prejudice to, when the corresponding Obligations same fall due for payment under the Loan Documents which such (the aforesaid sums being the “Parallel Obligations”). The Collateral Agent shall have its own independent right to demand payment of the Parallel Obligations from the Relevant Loan Party has (such demand to be made in accordance with, and only in the circumstances permitted under the Loan Documents). The rights of the Secured Parties and (ii) that the Parallel Debt represents other than the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Principal Obligations are several, separate and independent from the rights of the Collateral Agent to receive payment of the Parallel Debt; Obligations and shall not in any way limit or affect each Relevant Loan Party’s Principal Obligations nor shall the amounts for which each Relevant Loan Party is liable under it Parallel Obligations be limited or affected in any way by its Principal Obligations provided that the total amount which may become due under payment by the Relevant Loan Party of its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that Obligations to the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement Section 8.10 shall be an effective discharge of the corresponding Principal Obligations and any other Loan Document.
(c) Every the payment of monies made by a the Relevant Loan Party to of its Principal Obligations in accordance with the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment an effective discharge of the applicable corresponding Parallel Obligations.
(e) . In the event of a resignation an effective discharge of any Principal Obligations, the Collateral Agent or shall not be entitled to demand payment of the corresponding Parallel Obligations and such Parallel Obligations shall be discharged to the same extent. In the event of an effective discharge of any Parallel Obligations the Loan Parties shall not be entitled to demand payment of its sub-agents or the appointment corresponding Principal Obligations and such Principal Obligations shall be discharged to the same extent. In the event of a new any conflict between the provisions contained in this Section 8.10 and Section 9.22 hereof, this Section 8.10 shall control. The Collateral Agent or sub-agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Relevant Loan Party pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableObligations.
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions Notwithstanding any other provision of this Agreement Agreement, and the Security Documents and solely for the purpose of preserving security granted under the initial Swiss Security Documents, Borrower and continuing validity the other Credit Parties each hereby irrevocably and unconditionally undertakes (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis)) to pay to Agent as creditor in its own right and not as a representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount Lenders amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Credit Party to any Lender under any Financing Documents as and when, and in the Collateral Agent (or any sub-agent thereof) currency of, those amounts are due for payment under the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)applicable Financing Documents.
(b) Each Loan Party Borrower and the Collateral Agent (and any sub-agent thereof) other Credit Parties each acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Credit Party to the Collateral Agent (under Section 14.13(a) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations obligations of such Credit Party to any Lender under any Financing Documents, as applicable (its “Corresponding Debt”), nor shall the Loan Documents amounts for which such Loan each Credit Party has to the Secured Parties and is liable under Section 14.13(a) (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the its “Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents”) be limited or affected in any way by its Corresponding Debt; provided, furtherthat, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Credit Party shall be decreased to the extent that a Loan Party shall have its Corresponding Debt has been irrevocably paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and
and (ii) the Corresponding Debt of each Credit Party shall be decreased to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the its Parallel Debt owed to has been irrevocably paid or discharged, but further provided that the Corresponding Debt shall not be decreased, if it is effected by virtue of any set-off, counterclaim or similar defence invoked by a Credit Party vis-à-vis the Collateral Agent.
(c) Agent (or any sub-agent thereof) shall have otherwise received monies acts in payment its own name and not as a trustee, and its claims in respect of the Parallel Debt owed to it, the total amount due and payable shall not be held in trust. The Liens granted under the Loan Financing Documents to Agent to secure the Parallel Debt is granted to Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust.
(d) All monies received or recovered by Agent pursuant to this Section 14.13, and all amounts received or recovered by Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be decreased as if said amounts were received directly applied in payment of the applicable Obligationsaccordance with this Agreement.
(e) In Without limiting or affecting Agent’s rights against the event of a resignation Credit Parties (whether under this Section 14.13 or under any other provision of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementFinancing Documents, the retiring or replaced Collateral Agent or sub-agent shall as applicable) each Credit Party acknowledges that (i) assign the Parallel Debt owed nothing in this Section 14.13 shall impose any obligation on Agent to it (but not by way of novation) advance any sum to any Credit Party or otherwise under any Financing Documents, except in its capacity as Lender; and (ii) transfer for the purpose of any Collateral granted to vote taken under any Financing Documents, Agent shall not be regarded as having any participation or commitment other than those which it securing such Parallel Debt, has in each case to the successor Collateral Agent or sub-agent, its capacity as applicablea Lender.
Appears in 1 contract
Sources: Credit, Security and Guaranty Agreement (Quotient LTD)
Parallel Debt. (a) Without prejudice The Purchaser irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as aggregate of all its Principal Obligations to the Obligations Facility Lenders from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof the thereof, hereinafter being its “Parallel Debt”).
(b) Each Loan Party The parties to this Agreement hereby acknowledge and the Collateral Agent (and any sub-agent thereof) acknowledge agree that (i) for this purpose the Parallel Debt of the Purchaser constitutes undertakings, obligations and liabilities of each Loan Party the Purchaser to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under principal obligations which the Loan Documents which such Loan Party Purchaser has to the Secured Parties Facility Lenders, and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims claim to receive payment of such Parallel Debt by the Parallel DebtPurchaser; provided that the total amount which may become due under the Parallel Debt of the Purchaser under this Section 9.14 shall never not in any way limit, affect or exceed the total amount which may become due under all the Loan Documents; provided, further, that Principal Obligations of the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Purchaser to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentFacility Lenders.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by the Purchaser as the Parallel Debt under this Section 12.11 9.14 shall be decreased to the extent that a Loan Party the Purchaser shall have irrevocably paid any amounts to the Facility Lenders or any of them to reduce the Purchaser’s outstanding Principal Obligations or the Facility Lenders otherwise receive any amount in payment of such Principal Obligations.
(d) To the extent that the Purchaser shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf in respect of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the such Parallel Debt owed to itDebt, the total amount due and payable under in respect of the Loan Documents Principal Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsa like amount.
(e) In For the event purpose of this Section 9.14, the Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Facility Lender and its claims in respect of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it shall not be held on trust.
(but not by way f) For the avoidance of novation) doubt, a Parallel Debt will become due and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to payable at the successor Collateral Agent or sub-agent, as applicablesame time the Principal Obligations become due and payable.
Appears in 1 contract
Sources: Receivables Funding Agreement (Adama Agricultural Solutions Ltd.)
Parallel Debt. (a) Without prejudice Each of the Debtors hereby irrevocably and unconditionally agrees and undertakes with the Security Agent and each Secured Party acknowledges that each of the Debtors shall pay to the provisions of this Agreement Security Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit not as a representative of any other Secured PartiesParty sums equal to, an amount equal to and in the same currency as the Obligations of, any sums owing from time to time by it to any Secured Party (other than to the Security Agent solely by operation of this provision) under any Primary Finance Documents (the “Principal Obligations”) as and when the same fall due by such Loan Party in accordance for payment under the relevant Primary Finance Document (together with the terms and conditions of the Loan Documentsobligations described in paragraph (f) below, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtDebt Obligations”).
(b) Each Loan of the Debtors and each Secured Party (other than the Security Agent) acknowledges that the right of the Security Agent to demand payment of the Parallel Debt Obligations shall be independent, separate and several from, and shall not in any way limit or affect, the Collateral Agent (and rights of the other Secured Parties to demand payment of the Principal Obligations nor shall the Parallel Debt Obligations be limited or affected in any sub-agent thereof) acknowledge way by the corresponding Principal Obligations provided that (i) for this purpose the payment by a Debtor of its Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Obligations to the Collateral Security Agent in accordance with this Clause 18.2 shall also discharge (and any sub-agent thereofin the amount of the relevant payment) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Principal Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) the payment by a Debtor of its Principal Obligations in accordance with the provisions of the Primary Finance Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations provided further that no Principal Obligation shall be discharged by a discharge of the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment Obligations if such discharge of the Parallel Debt; provided that Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely other than in accordance with this Agreement and any other Loan Documentthe terms of the Primary Finance Documents.
(c) Every Despite the foregoing, any payment of monies under the Primary Finance Documents shall be made by a Loan Party to the Collateral Agent relevant Creditor Representative unless expressly stated otherwise in any Primary Finance Document or any sub-agent thereof shall (conditionally upon unless the relevant Creditor Representative directs such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of made to the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedSecurity Agent.
(d) Subject to Without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 18.2 or under any provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:Primary Finance Documents):
(i) the total Security Agent agrees with each other Secured Party (on a several and divided basis) that it will not exercise its rights under the Parallel Debt Obligations in respect of the Principal Obligations owing to a Secured Party except with the consent of the Instructing Group. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by this Agreement, the relevant Transaction Security Document or any other Primary Finance Document (or to do any act reasonably incidental to the foregoing);
(ii) each Debtor acknowledges that (x) nothing in this Clause 18 shall impose any obligation on the Security Agent to advance any sum to any Debtor or otherwise under any Primary Finance Document, except in its capacity as a Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the terms thereof, and (y) for the purpose of any vote taken under any Primary Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the terms thereof.
(e) The Security Agent acts in its own name (in its capacity as Security Agent hereunder) and not as a trustee, and its claims in respect of the Parallel Debt Obligations shall not be held on trust. The Transaction Security granted under the Primary Finance Documents to the Security Agent to secure the Parallel Debt Obligations is granted to the Security Agent in its capacity as creditor of the Parallel Debt Obligations and shall not be held on trust.
(f) An amount payable in respect of the Parallel Debt Obligations will be payable in the currency or currencies of the relevant Principal Obligations and will become due and payable as and when the Principal Obligations to which it corresponds becomes due and payable. A default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to Principal Obligations shall also constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the relevant Parallel Debt under this Section 12.11 shall be decreased Obligations without any notice being required.
(g) The Security Agent undertakes to pay to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any in accordance with the terms of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives this Agreement any amount collected or received by it in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in partial payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased Obligations as if said such amounts were had been received directly in payment respect of the applicable Principal Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only:
(ai) Without prejudice The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate of all Obligations to all the Lenders and in the same currency as the Obligations Issuing Bank from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof the are referred to as “Parallel Debt”).
(bii) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge parties to this Agreement acknowledges that (i) for this purpose purpose, the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of each Loan Party the Borrower to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under which the Loan Documents which such Loan Party has Borrower owes to the Secured Parties any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims claim to receive payment of such Parallel Debt by the Parallel DebtBorrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that Obligations of the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Borrower to all the Parallel Debt solely in accordance with this Agreement Lenders and any other Loan Documentthe Issuing Bank.
(cA) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by the Borrower as the Parallel Debt under this Section 12.11 clause (k) shall be decreased to the extent that a Loan Party the Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of Lenders and the applicable Secured Parties Issuing Bank or any of them to reduce the Borrower’s outstanding principal amount of the applicable Obligations or the Collateral Agent (any Lender or any sub-agent thereof) on behalf of the applicable Secured Parties Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such ObligationsObligations (other than by virtue of paragraph (B) hereafter); and
and (iiB) to the extent that a Loan Parties the Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Administrative Agent (or any sub-agent thereof) shall have otherwise received otherwisereceived monies in irrevocable and unconditional payment of the such Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law:
(i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "Foreign Corresponding Debt"), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and
(ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "U.S. Corresponding Debt"), and each Secured Parties Party (such payment other than any Foreign Obligations Secured Party) consents to the undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii).
(b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
(ii) a Corresponding Debt of a Loan Party shall have paid any amounts be decreased to the Collateral Agent extent its relevant Parallel Debt has been irrevocably paid or (or any sub-agent thereofin the case of guarantee obligations) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and
(iiiii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel relevant Corresponding Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law:
(i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and
(ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Secured Parties Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii).
(b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:that: 195
(i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
(ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt.
(c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust.
(d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement.
(e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing).
(f) Without limiting or affecting the Collateral Agent’s rights against a Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that:
(i) nothing in this Section 9.14 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and
(ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.
(or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount will become due and payable under (opeisbaar) at the Loan Documents shall be decreased as if said amounts were received directly in payment of same time the applicable Obligationsrelevant Corresponding Debt becomes due and payable.
(eh) In For the event purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a resignation claim of the Collateral Agent or any of its sub-agents or the appointment against a Loan Party in respect of a new Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant does constitute such common property and such provisions do apply, the parties to this Agreement, Agreement agree that this Agreement shall constitute the retiring or replaced Collateral Agent or sub-agent shall administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code.
(i) assign For the Parallel Debt owed to it (but not purpose of any Security Document governed by way German law, the Collateral Agent, the Loan Parties and each of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or sub-agentany Treasury Transaction, as applicableand that accordingly the Collateral Agent will have its own and independent right to demand performance by the Loan Parties of those obligations (Gesamtgläubigerschaft) in full.
Appears in 1 contract
Parallel Debt. (aA) Without prejudice to the other provisions of this Agreement and the Security Documents and for the purpose of ensuring and preserving the initial validity and continuing validity continuity of the Dutch law security interests in the Collateral rights granted and to be granted by the Loan Parties respective pledgors (the respective pledgors hereafter jointly and individually the "Pledgor") under or pursuant to the Collateral Agent Pledge of Inventory, the Pledge of Inter-Company Receivables, the Pledge of Polaroid Nederland Receivables and the Pledge of Polaroid Trading Receivables (or and any sub-agent thereofadditional pledges further to any of the foregoing and any other Dutch Security), each of the Borrower and the Guarantor hereby irrevocably and unconditionally undertakes to pay to the Pledgee (as defined therein) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the of its respective Principal Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties its Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof thereof, the “"Parallel Debt”").
(bB) Each Loan Party and the Collateral Agent (and any sub-agent thereof) The parties hereto acknowledge that (i) for this purpose that the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party of the Borrower and the Guarantor to the Collateral Agent (and any sub-agent thereof) Pledgee under the Loan Documents this Agreement which are separate and independent independant from, and without prejudice to, the corresponding Principal Obligations under which each of the Loan Documents which such Loan Party Borrower and the Guarantor has to the Secured Parties Beneficiaries and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) Pledgee's own claims (vorderingen op naam) to receive payment of the Parallel Debt; Debt with the Pledgee as sole creditor thereof and the same (or any Dutch Security) not being held on trust, provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentPrincipal Obligations.
(cC) Every payment of monies made by a Loan Party the Borrower or the Guarantor to the Collateral Agent or any sub-agent thereof Pledgee shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto PRO TANTO of the covenant by such Grantor the Borrower or the Guarantor respectively contained in Section 12.11(a); sub-paragraph (A) above, provided that that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Agent and any sub-agent thereof Pledgee shall be entitled to receive the amount of such payment from such Loan Party the Borrower or the Guarantor, as the case may be, and such Loan Party the Borrower or the Guarantor, as the case may be, shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(dD) Subject to the provision proviso contained in sub-paragraph (cC) of this Section 12.11above, but notwithstanding any of the other provisions of this Section 12.11:paragraph (D):
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Clause 21.14 shall be decreased to the extent that a Loan Party the Borrower and/or the Guarantor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them Beneficiaries to reduce the outstanding principal amount Principal Obligations or any Beneficiary otherwise (other than as a result of the applicable Obligations Parallel Debt or Security granted to secure the Collateral Agent (or any sub-agent thereofsame) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such the Principal Obligations; and
(ii) to the extent that a Loan Parties the Borrower and/or the Guarantor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) Pledgee under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) Pledgee shall have otherwise received monies in payment of the Parallel Debt owed Debt, subject to it, sub-paragraph (C) above the total amount due and payable under the Loan Documents Principal Obligations shall be decreased as if said the amounts were received directly in payment of the applicable ObligationsPrincipal Obligations in accordance with Clause 21.15.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Multi Currency Revolving Loan Facility (Polaroid Corp)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and Indenture, the Security Documents and the Collateral Trust Deed and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral Liens granted and to be granted by the Loan Parties Issuer and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Notes and the Guarantee from time to time due by the Issuer or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsNote and Guarantee, including for the avoidance of doubt, any the limitations set forth thereinout under Section 11.02, shall be owing as a separate and independent obligations obligation of such Loan Party the Issuer and each Guarantor to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party . The Issuer, each Guarantor and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer and each Loan Party Guarantor to the Security Agent under this Indenture, the Security Documents and the Collateral Agent (and any sub-agent thereof) under the Loan Documents Trust Deed which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes and Guarantee which the Issuer or such Loan Party Guarantor has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own independent claims to receive payment of the Parallel DebtDebt irrespective of any discharge of such Issuer and/or Guarantor’s obligation to pay those amounts to the other Secured Parties resulting from failure by such Secured Parties to take appropriate steps, in insolvency proceedings affecting that Issuer and/or Guarantor, to preserve their entitlement to be paid those amounts and for the purposes of this Section 10.07, the Security Agent acts in its own name as a creditor in its own right and not as a trustee or other representative of the other Secured Parties, and its claims in respect of the Parallel Debt shall not be held on trust; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes and Guarantee; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement Indenture, the Security Documents and any other Loan Documentthe Collateral Trust Deed.
(cb) Every payment of monies made by the Issuer or a Loan Party Guarantor to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer or such Grantor Guarantor contained in clause (a) of this Section 12.11(a)10.07; provided that if any such payment as is mentioned in clause (a) above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Issuer or such Loan Party Guarantor and the Issuer or such Loan Party Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(dc) Subject to the provision provisions in paragraph clause (cb) of this Section 12.1110.07, but notwithstanding any of the other provisions of this Section 12.11:clause (c):
(i1) the total amount due and payable as Parallel Debt under this Section 12.11 10.07 shall be decreased to the extent that the Issuer or a Loan Party Guarantor shall have paid any amounts to the Collateral Security Agent (or any sub-agent thereof) to the Trustee or to the Agents on behalf of the applicable Secured Parties Holders or any of them to reduce the outstanding principal amount of the applicable Obligations Notes or the Collateral Security Agent (or any sub-agent thereof) the Trustee on behalf of the applicable Secured Parties Holders otherwise receives any amount in payment of such Obligationsthe Notes and the Guarantee including pursuant to clause 3.2 (Parallel debt) of the Collateral Trust Deed; and
(ii2) to the extent that the Issuer or a Loan Parties Guarantor shall have paid any amounts to the Collateral Trustee or to the Security Agent (or any sub-agent thereof) to the Agents under the Parallel Debt owed to it or the Collateral Trustee or the Security Agent (or any sub-agent thereof) to the Agents shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Notes and the Guarantee including pursuant to clause 3.2 (Parallel debt) of the Collateral Trust Deed shall be decreased as if said amounts were received directly in payment of the applicable ObligationsNotes and Guarantee.
(d) The rights of the Secured Parties (other than the Security Agent) to receive payments of amounts payable by the Issuer and each Guarantor under the Notes and Guarantee are several and are separate and independent from, and without prejudice to, the rights of the Security Agent to receive payment under this Section 10.07. The Issuer and each Guarantor’s parallel obligation under this Section 10.07 towards the Security Agent constitutes a single and separate obligation from any other debt of the Issuer and each Guarantor under the Notes and the Guarantee, and the Security Agent may enforce any payment obligation under the Parallel Debt in its own name as an independent and separate right, and the Parallel Debt represents the Security Agent’s own claim to receive payment of such Parallel Debt from the Issuer and each Guarantor.
(e) In the event of a resignation any inconsistency between the terms of this Section 10.07 and the terms of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementTrust Deed, the retiring or replaced Collateral Agent or sub-agent latter shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case prevail to the successor Collateral Agent or sub-agent, as applicableextent permissible under applicable law.
Appears in 1 contract
Sources: Indenture (Twist Beauty S.a r.l. & Partners S.C.A.)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the First Lien Collateral granted under the First Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the First Lien Collateral Agent as trustee or agent for some or all of the First Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document:
(a) Without prejudice each Issuer and Guarantor irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the First Lien Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Issuer, such US Co-Issuer or such Guarantor to First Priority Notes Secured Parties under or in connection with the Note Documents as and in when the same currency as the Obligations from time to time fall due by such Loan Party for payment under or in accordance connection with the terms and conditions of the Loan DocumentsNote Documents (including, including for the avoidance of doubt, any limitations set forth thereinchange, shall be owing as separate and independent extension or increase in those obligations of such Loan Party pursuant to the Collateral Agent (or in connection with any sub-agent thereof) for the benefit amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer, such US Co-Issuer or such Guarantor owes to First Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the First Lien Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed not constitute the total amount which may become due under the Loan Documents; provided, further, that the First Lien Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.First Priority Notes Secured Party as joint creditors;
(c) Every payment of monies made by a Loan Party to the Collateral Agent Parallel Obligations shall not limit or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto affect the existence of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating Original Obligations for which the First Priority Notes Secured Parties shall have an independent right to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding clauses (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that a Loan the First Lien Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations to the First Lien Collateral Agent and the Original Obligations shall be decreased to the same extent;
(ii) payment by the Issuer, the US Co-Issuer or any Guarantor of its Original Obligations to the relevant First Priority Notes Secured Party shall have paid any amounts to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the First Lien Collateral Agent; and
(iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the First Lien Collateral Agent (or any sub-agent thereof) in its own name on behalf of itself and not as agent or representative of any other Person nor as trustee and all property subject to a Lien on First Lien Collateral shall secure the applicable Parallel Obligations so owing to the First Lien Collateral Agent in its capacity as creditor of the Parallel Obligations;
(f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a First Priority Notes Secured Parties Party to join any proceedings as co-claimant with the First Lien Collateral Agent in respect of any claim by the First Lien Collateral Agent against the Issuer, the US Co-Issuer or any of them to reduce the outstanding principal amount Guarantor under this Section 13.11;
(g) each Issuer and G▇▇▇▇▇▇▇▇ agrees that:
(i) any defect affecting a claim of the applicable Obligations or the First Lien Collateral Agent (against the Issuer, the US Co-Issuer or any subGuarantor under this Section 13.11 will not affect any claim of a First Priority Notes Secured Party against such Issuer, such US Co-agent thereof) on behalf of Issuer or such Guarantor under or in connection with the applicable Secured Parties otherwise receives any amount in payment of such ObligationsFirst Lien Collateral Documents; and
(ii) any defect affecting a claim of a First Priority Notes Secured Party against the Issuer, the US Co-Issuer or any Guarantor under or in connection with the Note Document will not affect any claim of the First Lien Collateral Agent under this Section 13.11; and
(h) if the First Lien Collateral Agent returns to the extent Issuer, the US Co-Issuer or any Guarantor, whether in any kind of insolvency proceeding or otherwise, any recovery in respect of which it has made a payment to a First Priority Notes Secured Party, that a Loan Parties shall have paid any amounts First Priority Notes Secured Party must repay an amount equal to that recovery to the First Lien Collateral Agent.
(i) the First Lien Collateral Agent (or any sub-agent thereof) will reasonably cooperate in transferring its rights and obligations under the Parallel Debt owed Obligations to it or a successor agent in accordance with this Indenture and will reasonably cooperate in transferring all rights and obligations under any First Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of rights and obligations by the First Lien Collateral Agent (or any sub-to a successor collateral agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsaccordance with this Indenture.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Each Loan Party irrevocably and the Security Documents and for the purpose of preserving the initial and continuing validity unconditionally covenants in favor of the security interests in the Collateral granted and Agent to be granted by the Loan Parties pay to the Collateral Agent amounts (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)) equal to any amounts owing from time to time by that Loan Party to any Secured Party under any Loan Document (the “Original Debt”) as and when the Original Debt falls due for payment.
(ba) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 of the Loan Parties shall be decreased to the extent that a the Original Debt of the Loan Parties has been irrevocably paid or discharged;
(ii) the Original Debt of the Loan Parties shall be decreased to the extent that the Parallel Debt of the Loan Parties has been irrevocably paid or discharged; and
(iii) the amount of the Parallel Debt of each Loan Party shall have paid at all times be equal to the amount of its Original Debt.
(b) The obligations of each Loan Party under paragraph (a) above are several, separate and independent from, and shall not in any way affect, its Original Debt, nor shall the amounts for which each relevant Loan Party is liable under its Parallel Debt be limited or affected by its Original Debt, and the Collateral Agent may enforce any payment obligation under the Parallel Debt in its own name as an independent and separate right (and its claims in respect of the Parallel Debt shall not be held on trust).
(c) No (contractual or legal) set-off shall be permitted between any liabilities owed by the Collateral Agent to the Loan Parties and the Parallel Debt owed by the relevant Loan Parties to the Collateral Agent Agent.
(d) Without limiting or affecting the Collateral Agent’s rights against the Loan Parties (whether under this Section 10.24 or under any sub-agent thereof) on behalf other provision of the applicable Secured Parties or Loan Documents), each Loan Party acknowledges that:
(i) nothing in this Section 10.24 shall impose any of them to reduce the outstanding principal amount of the applicable Obligations or obligation on the Collateral Agent to advance any sum to the Loan Parties or otherwise under any Loan Document, except in its capacity as Lender (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsif applicable); and
(ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender (or if applicable).
(iii) Notwithstanding any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itforegoing, any and all payments made by the total amount due and payable Loan Parties under any of the Loan Documents shall be decreased as if said amounts were received directly in payment of deemed to be made for, and be accounted against, the applicable Obligations.
(e) In Original Debt, unless otherwise notified by the event of a resignation of Administrative Agent, and the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant shall have no right to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign claim payments under the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to unless the successor Administrative Agent has instructed the Collateral Agent or sub-agent, as applicableto do so following an Event of Default.
Appears in 1 contract
Sources: Credit Agreement (W R Grace & Co)
Parallel Debt. (a) Without prejudice 21.12.1 Notwithstanding any other provision of this Agreement the Borrower irrevocably and unconditionally undertake to pay to the Security Trustee, as creditor in its own right and not as representative of the Banks, sums equal to and in the currency of each amount payable by the Borrower to each of the Banks under or by virtue of this Agreement and the other Finance Documents as and when that amount falls due for payment thereunder or would have fallen due but for any suspension of payment, moratorium, discharge by operation of law or analogous event.
21.12.2 The Security Trustee shall have its own independent right to demand payment of the amounts payable by the Borrower under this Clause 21.12, irrespective of any suspension, extinction or any other discharge for any reason whatsoever (otherwise than by payment) of the Borrower’s obligation to pay those amounts to the Banks other than a discharge by virtue of payment which those Banks are entitled to retain.
21.12.3 Any amount due and payable by the Borrower to the Security Trustee under this Clause 21.12 shall be decreased to the extent that the Banks have received (and are able to retain) payment in full of the corresponding amount under the other provisions of this Agreement and the Security other Finance Documents and for any amount due and payable by the purpose of preserving Borrower to the initial Banks under those provisions shall be decreased to the extent that the Security Trustee has received (and continuing validity is able to retain) payment in full of the security interests in corresponding amount under this Clause 21.12.
21.12.4 The rights of the Collateral granted and Banks (other than the Security Trustee) to be granted receive payment of amounts payable by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Borrower under this Agreement and the obligations other Finance Documents are several and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Security Trustee to receive payment under this Clause 21.12.
21.12.5 Any amounts received by the Security Trustee shall, to the extent permitted by the mandatory provisions of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; providedapplicable law, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely be applied in accordance with this Agreement and any other Loan DocumentClause 9.2.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Loan Agreement (Euronav NV)
Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) without duplication to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party to any Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document or otherwise in accordance with the terms and conditions respect of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of Obligations payable by such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party (such payment undertaking undertakings under this Section 9.25 and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”).
(b) The Collateral Agent shall have its own independent right without duplication to demand payment of the Parallel Debt by each Loan Party when due. Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under this Section 9.25 are several, separate and independent (iselbständiges Schuldanerkenntnis) for this purpose from, and shall not in any way limit or affect, the Parallel Debt constitutes undertakings, corresponding obligations and liabilities of each Loan Party to any Secured Party under this Agreement or any other Loan Document or otherwise in respect of the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which payable by such Loan Party has to any Secured Party (the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel “Corresponding Debt; ”), provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations);
(ii) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged;
(iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt;
(iv) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; and
(v) the Loan Party Parties shall have paid all objections and defenses against the Parallel Debt which they have against the Corresponding Debt.
(c) The security granted under any amounts German Collateral Agreement with respect to the Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of the Parallel Debt.
(d) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Agreement or any sub-agent thereof) on behalf other Loan Document), each of the applicable Secured Loan Parties or acknowledges that:
(i) nothing in this Agreement shall impose any of them to reduce the outstanding principal amount of the applicable Obligations or obligation on the Collateral Agent (to advance any sum to any Loan Party or otherwise under any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such ObligationsLoan Document; and
(ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to Document, the Collateral Agent (shall not be regarded as having any participation or any sub-agent thereof) under the Parallel Debt owed to commitment other that those which it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies has in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased its capacity as if said amounts were received directly in payment of the applicable Obligationsa Lender.
(e) In The parties to this Agreement acknowledge and confirm that the event provisions contained in this Section 9.25 shall not be interpreted so as to increase the maximum total amount of the Obligations.
(f) The Parallel Debt shall remain effective in case a resignation third person should assume or be entitled, partially or in whole, to any rights of any of the Secured Parties under any of the other Loan Documents or Bank Product Agreements, be it by virtue of assignment, novation or otherwise, provided that the Collateral Agent may not assign or transfer any of its sub-agents claim arising from the Parallel Debt other than to any successor Collateral Agent.
(g) All monies received or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, Agreement and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent shall (i) assign by the enforcement of any security granted to secure the Parallel Debt owed to it (but not by way shall be applied in accordance with the terms of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablethis Agreement.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Magnera Corp)
Parallel Debt. (a) Without prejudice to the provisions of this the Credit Agreement and the Security Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesParties and/or to the Secured Parties (or any of them), an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the “Secured Documents”) including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for as creditor in its own right and not as representative of the benefit of any other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (as creditor in its own right and any sub-agent thereof) not as a representative under the Loan Secured Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents Secured Documents, which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own independent rights and claims to demand and receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Secured Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this the Credit Agreement and any other Loan Secured Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor Loan Party contained in paragraph (a) of this Section 12.11(a)1.01; provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.111.01, but notwithstanding any of the other provisions of this Section 12.111.01:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 1.01 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Secured Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this the Credit Agreement, the retiring or replaced Collateral Agent or sub-agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableAgent.
Appears in 1 contract
Sources: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Parallel Debt. (a) Without prejudice Notwithstanding any other provision in any Indenture Document to the provisions contrary, the Corporation hereby undertakes, by way of this Agreement an abstract acknowledgement of debt and as an independent payment obligation, to pay to the Security Documents Trustee, as a creditor in its own right and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in holders of the Collateral granted Debentures (the “Holders”, together with the Trustee, the “Secured Parties”), all and to be granted any amounts which are owed by the Loan Parties Corporation under or in connection with the Indenture Documents to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations Parties from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”), abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the relevant Indenture Document provided that this shall not at any time result in the Corporation incurring an aggregate obligation to the Secured Parties which is greater than its obligations (excluding obligations under this Section 14.22) to the Secured Parties under the Indenture Documents.
(b) Each Loan Party The Trustee shall have an independent right to demand payment of the Parallel Debt.
(c) Any amount due and payable by the Collateral Agent Corporation to the Trustee under this Section 14.22 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full under the other provisions of the Indenture Documents and any sub-agent thereofamount due and payable by the Corporation to the other Secured Parties shall be decreased to the extent that the Trustee has received (and is able to retain) acknowledge that (i) for this purpose payment in full of the Parallel Debt constitutes undertakings, obligations and liabilities Debt.
(d) The rights of each Loan Party the Secured Parties (other than the Trustee) to receive payment of amounts payable by the Collateral Agent (and any sub-agent thereof) Corporation under the Loan Indenture Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Trustee to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations14.22.
(e) In Notwithstanding the event of a resignation foregoing, any payment under the Indenture Documents shall be made to the relevant Secured Party as set out in the respective Indenture Document, unless expressly stated otherwise in that Indenture Document or unless the relevant Secured Party directs such payment to be made to the Trustee.
(f) The Trustee shall be entitled to transfer its rights and obligations under this Section 14.22 to any successor Trustee. The Corporation and Secured Parties hereby agree to such transfer. Further, the consent of the Collateral Agent Corporation or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant Secured Party shall not be necessary to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicabletransfer.
Appears in 1 contract
Sources: Secured Trust Indenture
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions Administrative Agent, as creditor in its own right and not as representative of this Agreement the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to the Secured Parties under each of the Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements and the Security Documents Secured Hedge Agreements as and when that amount falls due for payment under the purpose Loan Documents, the Existing Bilateral Letters of preserving Credit, the initial and continuing validity Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, or would have fallen due but for (i) any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve its entitlement to be paid that amount, or (ii) any modification of obligations of the security interests Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements and the Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Collateral granted and Loan Parties (or, if applicable, other Restricted Subsidiaries).
(b) The Administrative Agent shall have its own independent right to demand payment of the amounts payable by the Loan Parties under this Section 10.24, irrespective of (i) any discharge of the Loan Parties’ (or, if applicable, other Restricted Subsidiaries’) obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve their entitlement to be granted paid those amounts, or (ii) any modification affecting the obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries).
(c) Any amount due and payable by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 10.24 shall be decreased to the extent that a the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Party shall have paid Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, and any amounts amount due and payable by the Loan Parties to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable other Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) under those provisions shall be decreased to the extent that a Loan Parties shall have paid any amounts the Administrative Agent has received (and is able to the Collateral Agent (or any sub-agent thereofretain) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies payment in payment full of the Parallel Debt owed to it, the total corresponding amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsthis Section 10.24.
(ed) In Any amount received by the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent Administrative Agent, as creditor, pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent Section 10.24 shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, be applied as set forth in each case to the successor Collateral Agent or sub-agent, as applicableSection 8.03.
Appears in 1 contract
Sources: Credit Agreement (Sylvamo Corp)
Parallel Debt. Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Corresponding Liabilities shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Liabilities without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) constitutes an undertaking, obligation and liability of such Loan Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions Administrative Agent, as creditor in its own right and not as representative of this Agreement the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to the Secured Parties under each of the Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements and the Security Documents Secured Hedge Agreements as and when that amount falls due for payment under the purpose Loan Documents, the Existing Bilateral Letter of preserving Credit, the initial and continuing validity Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, or would have fallen due but for (i) any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve its entitlement to be paid that amount, or (ii) any modification of obligations of the security interests Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements and the Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Collateral granted and Loan Parties (or, if applicable, other Restricted Subsidiaries).
(b) The Administrative Agent shall have its own independent right to demand payment of the amounts payable by the Loan Parties under this Section 10.24, irrespective of (i) any discharge of the Loan Parties’ (or, if applicable, other Restricted Subsidiaries’) obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve their entitlement to be granted paid those amounts, or (ii) any modification affecting the obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries).
(c) Any amount due and payable by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 10.24 shall be decreased to the extent that a the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Party shall have paid Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, and any amounts amount due and payable by the Loan Parties to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable other Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) under those provisions shall be decreased to the extent that a Loan Parties shall have paid any amounts the Administrative Agent has received (and is able to the Collateral Agent (or any sub-agent thereofretain) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies payment in payment full of the Parallel Debt owed to it, the total corresponding amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsthis Section 10.24.
(ed) In Any amount received by the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent Administrative Agent, as creditor, pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent Section 10.24 shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, be applied as set forth in each case to the successor Collateral Agent or sub-agent, as applicableSection 8.03.
Appears in 1 contract
Sources: Credit Agreement (Sylvamo Corp)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Collateral Documents governed by the laws of (or to the extent affecting assets situated in) the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as agent for the Secured Parties, notwithstanding any contrary provision in this Agreement or any other Loan Document:
(a) Without prejudice each Loan Party irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to to: (i) all present and in the same currency as the Obligations from time to time due future, actual or contingent amounts owing by such Loan Party to a Secured Party under or in accordance connection with the terms and conditions of the Loan Documents, including the Secured Hedge Agreements and the Secured Cash Management Agreements as and when the same fall due for payment under or in connection with the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, for the avoidance of doubt, any limitations set forth thereinchange or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation or other modification of any Loan Document, shall be any Secured Hedge Agreement or any Secured Cash Management Agreement in each case whether or not anticipated as of the date of this Agreement); (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement or as a result of invalidity, illegality, or unenforceability of a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement; and (iii) the Obligations owing as separate and independent obligations of by such Loan Party to a Secured Party, in each case without duplication and excluding the Collateral Agent Parallel Obligations (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof collectively, the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application constitute the Collateral Agent and any sub-agent thereof Secured Party as joint creditors;
(c) the Parallel Obligations shall be entitled not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding paragraphs (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i1) the total amount a Loan Party’s Parallel Obligation is due and payable at the same time as, for the same amount of and in the same currency as its Original Obligation;
(2) the Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that the Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations and the Original Obligations shall be decreased to the same extent;
(3) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall have paid to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and
(4) if any amounts Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the Collateral Agent (or any sub-agent thereof) in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf in its capacity of creditor of the applicable Parallel Obligations;
(f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Parties otherwise receives Party to join any amount proceedings as co-claimant with the Collateral Agent in payment respect of any claim by the Collateral Agent against a Loan Party under this Section 9.16;
(g) each Loan Party agrees that:
(i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.16 will not affect any claim of a Secured Party against such ObligationsLoan Party under or in connection with the Loan Documents; and
(ii) to the extent that any defect affecting a claim of a Secured Party against any Loan Parties shall have paid any amounts to the Collateral Agent (Party under or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under connection with the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation will not affect any claim of the Collateral Agent or any of its sub-agents or under this Section 9.16; and
(h) if the appointment of a new Collateral Agent returns to any Loan Party, whether in any kind of insolvency proceedings or sub-agent pursuant otherwise, any recovery in respect of which it has made a payment to this Agreementa Secured Party, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed that Secured Party must repay an amount equal to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case that recovery to the successor Collateral Agent or sub-agent, as applicableAgent.
Appears in 1 contract
Sources: Credit Agreement (Farfetch LTD)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Second Lien Collateral granted under the Second Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Second Lien Collateral Agent as trustee or agent for some or all of the Second Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document:
(a) Without prejudice each Issuer and Guarantor irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Second Lien Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Issuer or Guarantor to Second Priority Notes Secured Parties under or in connection with the Note Documents as and in when the same currency as the Obligations from time to time fall due by such Loan Party for payment under or in accordance connection with the terms and conditions of the Loan DocumentsNote Documents (including, including for the avoidance of doubt, any limitations set forth thereinchange, shall be owing as separate and independent extension or increase in those obligations of such Loan Party pursuant to the Collateral Agent (or in connection with any sub-agent thereof) for the benefit amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to Second Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the Second Lien Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed not constitute the total amount which may become due under the Loan Documents; provided, further, that the Second Lien Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.Second Priority Notes Secured Party as joint creditors;
(c) Every payment of monies made by a Loan Party to the Collateral Agent Parallel Obligations shall not limit or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto affect the existence of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating Original Obligations for which the Second Priority Notes Secured Parties shall have an independent right to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding clauses (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that a Loan the Second Lien Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations to the Second Lien Collateral Agent and the Original Obligations shall be decreased to the same extent;
(ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant Second Priority Notes Secured Party shall have paid any amounts to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Second Lien Collateral Agent; and
(iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the Second Lien Collateral Agent (or any sub-agent thereof) in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Second Lien Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount Second Lien Collateral Agent in its capacity as creditor of the applicable Obligations or Parallel Obligations;
(f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a Second Priority Notes Secured Party to join any proceedings as co-claimant with the Second Lien Collateral Agent in respect of any claim by the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11;
(or g) each Issuer and Guarantor agrees that:
(i) any sub-agent thereof) on behalf defect affecting a claim of the applicable Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a Second Priority Notes Secured Parties otherwise receives any amount Party against such Issuer or Guarantor under or in payment of such Obligationsconnection with the Second Lien Documents; and
(ii) any defect affecting a claim of a Second Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the Second Lien Collateral Agent under this Section 13.11; and
(h) if the Second Lien Collateral Agent returns to any Issuer or Guarantor, whether in any kind of insolvency proceeding or otherwise, any recovery in respect of which it has made a payment to a Second Priority Notes Secured Party, that Second Notes Secured Party must repay an amount equal to that recovery to the extent that a Loan Parties shall have paid any amounts to the Second Lien Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsAgent.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
Parallel Debt. (a) Without prejudice Notwithstanding any other provision in any Loan Document to the provisions contrary, each Loan Party hereby undertakes, by way of this Agreement an abstract acknowledgement of debt and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and as an independent payment obligation, to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit Administrative Agent, as a creditor in his own right and not as a representative of any other Secured Parties, an amount equal all and any amounts which are owed by such Loan Party under or in connection with the Loan Documents to and in the same currency as the Obligations Secured Parties from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”, abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the relevant Loan Document provided that this shall not at any time result in a Loan Party incurring an aggregate obligation to the Secured Parties which is greater than its obligations (excluding obligations under this Section 9.20 (Parallel Debt)) to the Secured Parties under the Loan Documents.
(b) Each Loan Party and the Collateral The Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose shall have an independent right to demand payment of the Parallel Debt constitutes undertakings, obligations Debt.
(c) Any amount due and liabilities of each payable by a Loan Party to the Collateral Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the Parallel Debt.
(d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by the Borrower under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent 9.20 (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; andParallel Debt). WEST\277974037.8 96
(iie) to Notwithstanding the extent that a Loan Parties shall have paid foregoing, any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased made to the relevant Secured Party as if said amounts were received directly set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment of to be made to the applicable ObligationsAdministrative Agent.
(ef) In the event of The Administrative Agent shall be entitled to transfer his rights and obligations under this Section 9.20 (Parallel Debt) to any successor Administrative Agent. The a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant Loan Parties and Secured Parties hereby agree to this Agreementsuch transfer. Further, the retiring consent of any Loan Party or replaced Collateral Agent or sub-agent Secured Party shall (i) assign the Parallel Debt owed not be necessary to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicabletransfer.
Appears in 1 contract
Sources: Credit Agreement (Meet Group, Inc.)
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each of the Company and each Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereofin its personal capacity and not in its capacity as agent) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents and, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (collectively, the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of any Principal Party shall become due and payable as and when any Principal Obligation of such Principal Party becomes due and payable.
(b) The Administrative Agent and each Principal Party agree and acknowledge that:
(a) the Loan DocumentsParallel Debt of each Principal Party constitutes an undertaking, including obligation and liability of such Principal Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, any Principal Obligation and represents the Administrative Agent’s own claim as a creditor in its own right to receive payment of such Parallel Debt from such Principal Party (and for the avoidance of doubt, any limitations set forth thereinfor purposes of Netherlands law, shall be owing as separate and the Parallel Debt of each Principal Party constitutes independent obligations claims (zelfstandige vorderingen) of such Loan Party to the Collateral Administrative Agent (or any subvis-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”à-vis each Principal Party).; and
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) security interest created under the Loan Documents which to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them.
(c) The Administrative Agent and each Principal Party agree and acknowledge that:
(i) the Parallel Debt of each Principal Party shall be decreased if and to the extent that the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged;
(ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and
(iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party.
(d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement and the other Security Documents.
(e) The Administrative Agent accepts the provisions of this clause 8.16 (Parallel Debt) on behalf of the Secured Parties.
(f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Principal Party under the Principal Obligations are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to 8.16 and each Principal Party’s obligations under this Section 8.16 toward the extent that Administrative Agent constitutes a Loan single and separate obligation from any other debt or obligation of each Principal Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Principal Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Credit Agreement (NCR Corp)
Parallel Debt. (a) Without prejudice Notwithstanding any other provision in any Finance Document to the provisions contrary, the Borrower hereby undertakes, by way of this Agreement an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) and as an independent payment obligation, to pay to the Security Documents Agent, as creditor in its own right and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured other Finance Parties, an amount sums equal to and in the same currency as of all its obligations to the Obligations Finance Parties under or in connection with the Finance Documents from time to time due by such Loan Party in accordance with (the terms "PARALLEL DEBT") as and conditions of the Loan Documents, including for the avoidance of doubt, when any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party amount falls due for payment under the relevant Finance Document PROVIDED THAT this shall not, at any time, result in the Borrower incurring an aggregate obligation to the Collateral Agent Finance Parties which is greater than its obligations (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and excluding the obligations and liabilities which are under the result thereof Parallel Debt to the “Parallel Debt”)Finance Parties under the Finance Documents.
(b) Each Loan Party The Security Agent shall have an independent right to demand payment of the Parallel Debt.
(c) Any amount due and payable by the Collateral Borrower to the Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose under the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall be decreased to the Collateral Agent extent that the Finance Parties have received (and any sub-agent thereofare able to retain) a payment in full of the corresponding amount owed under the Loan other provisions of the Finance Documents which and any amount due and payable by the Borrower to the Finance Parties under those provisions shall be decreased to the extent that the Security Agent has received (and is able to retain) payment in full of the corresponding amount under the Parallel Debt.
(d) The rights of the Finance Parties to receive payment of amounts payable by the Borrower under the Finance Documents are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Security Agent to receive payment of under the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In Notwithstanding the event of a resignation foregoing, any payment under the Finance Documents shall be made to the relevant Finance Party as set out in the respective Finance Document, unless expressly stated otherwise in that Finance Document (save for this Clause 6 (Parallel Debt)) or unless the relevant Finance Party directs such payment to be made to the Security Agent.
(f) Subject to paragraph (c) above, nothing in this Clause 6 (Parallel Debt) shall in any way negate, affect or increase the obligations of the Collateral Agent or any Borrower to the Finance Parties under the Finance Documents in respect of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to liabilities under this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Facilities Agreement (Corporate Property Associates 17 - Global INC)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the First Lien Collateral granted under the First Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the First Lien Collateral Agent as trustee or agent for some or all of the First Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document:
(a) Without prejudice each Issuer and Guarantor irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the First Lien Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Issuer or Guarantor to First Priority Notes Secured Parties under or in connection with the Note Documents as and in when the same currency as the Obligations from time to time fall due by such Loan Party for payment under or in accordance connection with the terms and conditions of the Loan DocumentsNote Documents (including, including for the avoidance of doubt, any limitations set forth thereinchange, shall be owing as separate and independent extension or increase in those obligations of such Loan Party pursuant to the Collateral Agent (or in connection with any sub-agent thereof) for the benefit amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to First Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the First Lien Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Debt Obligations shall never exceed not constitute the total amount which may become due under the Loan Documents; provided, further, that the First Lien Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.First Priority Notes Secured Party as joint creditors;
(c) Every payment of monies made by a Loan Party to the Collateral Agent Parallel Obligations shall not limit or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto affect the existence of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating Original Obligations for which the First Priority Notes Secured Parties shall have an independent right to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding clauses (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that a Loan the First Lien Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations to the First Lien Collateral Agent and the Original Obligations shall be decreased to the same extent;
(ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant First Priority Notes Secured Party shall have paid any amounts to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the First Lien Collateral Agent; and
(iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the First Lien Collateral Agent (or any sub-agent thereof) in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on First Lien Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount First Lien Collateral Agent in its capacity as creditor of the applicable Obligations or Parallel Obligations;
(f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a First Priority Notes Secured Party to join any proceedings as co-claimant with the First Lien Collateral Agent in respect of any claim by the First Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11;
(or g) each Issuer and Guarantor agrees that:
(i) any sub-agent thereof) on behalf defect affecting a claim of the applicable First Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a First Priority Notes Secured Parties otherwise receives any amount Party against such Issuer or Guarantor under or in payment of such Obligationsconnection with the First Lien Documents; and
(ii) any defect affecting a claim of a First Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the First Lien Collateral Agent under this Section 13.11; and
(h) if the First Lien Collateral Agent returns to any Issuer or Guarantor, whether in any kind of insolvency proceeding or otherwise, any recovery in respect of which it has made a payment to a First Priority Notes Secured Party, that First Priority Notes Secured Party must repay an amount equal to that recovery to the extent that a Loan Parties shall have paid First Lien Collateral Agent.
(i) For purposes of any amounts to First Lien Collateral Document governed by Dutch law, any resignation by the First Lien Collateral Agent (or any sub-agent thereof) is not effective with respect to its rights under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of Obligations until all rights and obligations under the Parallel Debt owed Obligations have been assigned to it, and assumed by the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly successor agent appointed in payment of the applicable Obligationsaccordance with this Indenture.
(ej) In the event of a resignation of the The First Lien Collateral Agent or will reasonably cooperate in transferring its rights and obligations under the Parallel Obligations to a successor agent in accordance with this Indenture and will reasonably cooperate in transferring all rights and obligations under any First Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of its sub-agents or rights and obligations by the appointment of a new First Lien Collateral Agent or sub-to a successor collateral agent pursuant to in accordance with this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableIndenture.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
Parallel Debt. (a) Without prejudice to the provisions Each of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties confirms that it intends to the Collateral Agent secure all monetary liabilities and obligations (present and future, actual, conditional and contingent), whether incurred solely or jointly or as principal or surety or in any sub-agent thereof) for the benefit of any Secured Partiesother capacity by it, an amount equal to and in the same currency as the Obligations owed from time to time due by such to any Lender or Agent and arising under or in connection with any Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent Documents (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtOriginal Obligations”).
(b) Each Loan Party and For the Collateral purpose of creating valid security under Dutch law in favor of Agent (and any sub-agent thereof) acknowledge that it is agreed that:
(i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party irrevocably and unconditionally undertakes to pay to Agent amounts equal to its Original Obligations (the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and “Parallel Obligations”);
(ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) Agent shall have its own claims independent right to demand and receive payment of the Parallel Debt; provided that Obligations (the total amount which may become due under “Parallel Claim”);
(iii) the “Secured Obligations” (as defined in any relevant Loan Document) shall be the Parallel Debt Obligations unless the security in favor of Agent cannot valid secure the Parallel Claim in which case the Secured Obligations shall never exceed be the total amount which may become due under Original Obligations;
(iv) the Parallel Obligations shall not limit or affect the Original Obligations and a Lender or Agent shall continue to have an independent right to demand and receive payment of the Original Obligations in accordance with the terms of the Loan Documents; providedand
(v) notwithstanding the other provisions of this clause, further, that the Collateral Agent or any sub-agent thereof payment by a Loan Party of its Parallel Obligations shall exercise its rights with respect to the same extent decrease the Original Obligations and payment by a Loan Party of its Original Obligations shall to the same extent decrease the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentObligations.
(c) Every payment of monies made by a Loan Party to Agent acts under the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto security documents as the creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Claims.
(d) Subject For purposes of any Dutch Security Document, any resignation by Agent is not effective with respect to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) its rights under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of Claims until all rights and obligations under the Parallel Debt owed Claims have been assigned and assumed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly successor agent appointed in payment of the applicable Obligationsaccordance with Section 13.10.
(e) In Agent will reasonably cooperate in assigning its rights and obligations under the event Parallel Claims to a successor agent in accordance with Section 13.10 of this Agreement and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor agent. All other Loan Parties hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfer of all rights and obligations by Agent to a resignation successor agent in accordance with Section 13.10 of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Loan and Security Agreement (Orthofix Medical Inc.)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents other Loan Documents, and for the purpose of ensuring and preserving the initial validity and continuing validity continuity of the security interests in the Collateral granted and rights of pledge purported to be granted by under or pursuant to certain instruments of pledge under Dutch law, including but not limited to the Loan Parties right of pledge over the membership of the Company in Coöperatief Federal-Mogul Dutch Investments B.A., the right of pledge over approximately 65% of the shares in Federal-Mogul Motorparts (Netherlands) B.V. and the right of pledge over approximately 65% of the shares in Federal-Mogul Powertrain (Netherlands) B.V., each Borrower hereby irrevocably and unconditionally undertakes and covenants to pay, and acknowledges that it owes, to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount Trustee amounts equal to and in the same currency of the total amount of (i) any amounts owing by the respective Borrower to the Administrative Agent or the Lenders in respect of its Credit Facility Secured Obligations (as defined in the Collateral Agreement), (ii) any amounts owing by the respective Borrower to any noteholder in respect of its Existing Indenture Secured Obligations (as defined in the Collateral Agreement) or the other Secured Parties (as defined under the Collateral Trust Agreement) or (iii) in connection with any other indebtedness as the Obligations parties may agree from time to time due by should form part of the Parallel Debt, in each case, whether present or future and whether actual or contingent (such Loan Party obligations under sub-clauses (i), (ii) and (iii) above for the purposes of this Section 10.26 in relation to each Borrower to be referred as its “Corresponding Obligations”), which from time to time are due, irrespective of whether any such obligations have arisen as at the Third Amendment Effective Date or arise after the date hereof, in accordance with and under the same terms and conditions as each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Corresponding Obligations (such payment undertaking undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the “Parallel Debt”” of that Borrower).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge party to this Agreement acknowledges that (i) for this purpose the Parallel Debt of each Borrower constitutes undertakings, obligations and liabilities of each Loan Party such Borrower to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are Trustee separate and independent from, and without prejudice toto its Corresponding Obligations to the Administrative Agent, the corresponding Obligations Lenders or the other Secured Parties (as defined under the Loan Documents which such Loan Party has to the Secured Parties Collateral Trust Agreement), and (ii) that the Parallel Debt of the Borrowers represents the Collateral AgentTrustee’s own separate and independent claim (including any sub-agent thereofeigen en zelfstandige vordering op naam) own claims to receive payment of the Parallel DebtDebt from the Borrowers; provided that in all events the total aggregate amount which may become due under the a Parallel Debt of the Borrowers shall never exceed the total aggregate amount which may become due under its Corresponding Obligations at any time. The Collateral Trustee shall be the Loan Documents; provided, further, that obligee of such undertaking and covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent or trustee or representative acting on behalf of the Lenders or the holders of Secured Obligations (as defined in the Collateral Agent Trust Agreement) or any sub-agent thereof shall exercise its rights with respect one of them. The security to be granted to the Collateral Trustee under and pursuant to the instruments of pledge under Dutch law to secure the Parallel Debt solely Debt, is granted to the Collateral Trustee in accordance with this Agreement and any other Loan Documentits capacity as sole creditor of the Parallel Debt.
(c) Every payment of monies made by a Loan Party to the Collateral Agent Borrower or any sub-agent thereof shall (a Subsidiary regarding its Corresponding Obligations shall, conditionally upon such payment not subsequently being avoided voided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) , be in satisfaction pro tanto of the undertaking and covenant by such Grantor each Borrower contained in this Section 12.11(a)10.26; provided that that, if any such payment as is mentioned above is subsequently avoided voided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application application, the Collateral Agent and any sub-agent thereof Trustee shall be entitled to receive a corresponding amount as Parallel Debt under this Section 10.26 from the amount of such payment from such Loan Party Borrowers, and such Loan Party each Borrower shall remain liable to perform the relevant obligation satisfy such Parallel Debt and the relevant liability such Parallel Debt shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.1110.26:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 10.26 shall be decreased to the extent a Borrower or any relevant Subsidiary shall have paid any amounts to the Administrative Agent, any Lender or any other Secured Party (as defined under the Collateral Trust Agreement) to reduce its outstanding Corresponding Obligations or the Administrative Agent, any Lender or any other Secured Party (as defined under the Collateral Trust Agreement) otherwise receives any amount in payment of its Corresponding Obligations, including through the receipt of proceeds of Collateral (as defined in the Collateral Agreement); and (ii) to the extent that a Loan Party any Borrower shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations Trustee under its Parallel Debt or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Trustee otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, including through the receipt of proceeds of Collateral (as defined in the Collateral Agreement), the total amount due and payable under in respect of the Loan Documents shall Corresponding Obligations shall, subject to any applicable terms of the Intercreditor Agreement be decreased as if said amounts were received directly in payment of the applicable Corresponding Obligations.
(e) In Each party to this Agreement confirms that, in accordance with this Section 10.26, the event of a resignation claim of the Collateral Agent or any Trustee against a Borrower in respect of its sub-agents or Parallel Debt does not constitute common property (een gemeenschap) within the appointment meaning of a new Article 3:166 Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant Trustee does constitute such common property and such provisions do apply, the parties to this AgreementAgreement agree that this arrangement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 Dutch Civil Code.
(f) If and to the extent that at the time of the creation of the rights of pledge constituted under the instruments of pledge under Dutch law, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt at any time thereafter, a Corresponding Obligation owed to it (but the Collateral Trustee cannot by way of novation) and (ii) transfer any Collateral granted to it securing such be validly secured through the Parallel Debt, in each case to the successor Collateral Agent such Corresponding Obligation itself shall be a Credit Facility Secured Obligation or sub-agentExisting Indenture Secured Obligation, as applicablerelevant.
(g) The Collateral Trustee shall be entitled to rely on, and enforce the provisions of, this Section 10.26.”
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Collateral Documents governed by the laws of (or to the extent affecting assets situated in) the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as agent for the Secured Parties, notwithstanding any contrary provision in this Agreement or any other Loan Document:
(a) Without prejudice each Loan Party irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, as an independent and separate creditor an amount (the “Parallel Obligations”) equal to to: (i) all present and in the same currency as the Obligations from time to time due future, actual or contingent amounts owing by such Loan Party to a Secured Party under or in accordance connection with the terms and conditions of the Loan Documents, including the Secured Hedge Agreements and the Secured Cash Management Agreements as and when the same fall due for payment under or in connection with the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, for the avoidance of doubt, any limitations set forth thereinchange or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation or other modification of any Loan Document, shall be any Secured Hedge Agreement or any Secured Cash Management Agreement in each case whether or not anticipated as of the date of this Agreement); (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement or as a result of invalidity, illegality, or unenforceability of a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement; and (iii) the Obligations owing as separate and independent obligations of by such Loan Party to a Secured Party, in each case without duplication and excluding the Collateral Agent Parallel Obligations (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof collectively, the “Parallel DebtOriginal Obligations”).;
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment claim performance of the Parallel Debt; provided that the total amount which may become due under Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of 214 insolvency proceedings) and the Parallel Debt Obligations shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application constitute the Collateral Agent and any sub-agent thereof Secured Party as joint creditors;
(c) the Parallel Obligations shall be entitled not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.demand payment;
(d) Subject to the provision in paragraph notwithstanding paragraphs (b) and (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11above:
(i1) the total amount a Loan Party’s Parallel Obligation is due and payable at the same time as, for the same amount of and in the same currency as its Original Obligation;
(2) the Parallel Debt under this Section 12.11 Obligations shall be decreased to the extent that the Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations and the Original Obligations shall be decreased to the same extent;
(3) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall have paid to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and
(4) if any amounts Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation;
(e) the Parallel Obligations are owed to the Collateral Agent (or any sub-agent thereof) in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Collateral shall secure the applicable Secured Parties or any of them Parallel Obligations so owing to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf in its capacity of creditor of the applicable Parallel Obligations;
(f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Parties otherwise receives Party to join any amount proceedings as co-claimant with the Collateral Agent in payment respect of any claim by the Collateral Agent against a Loan Party under this Section 9.16;
(g) each Loan Party agrees that:
(i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.16 will not affect any claim of a Secured Party against such ObligationsLoan Party under or in connection with the Loan Documents; and
(ii) to the extent that any defect affecting a claim of a Secured Party against any Loan Parties shall have paid any amounts to the Collateral Agent (Party under or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under connection with the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation will not affect any claim of the Collateral Agent or any of its sub-agents or under this Section 9.16; and
(h) if the appointment of a new Collateral Agent returns to any Loan Party, whether in any kind of insolvency proceedings or sub-agent pursuant otherwise, any recovery in respect of which it has made a payment to this Agreementa Secured Party, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed that Secured Party must repay an amount equal to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case that recovery to the successor Collateral Agent or sub-agent, as applicable.Agent. 215
Appears in 1 contract
Sources: Credit Agreement (Farfetch LTD)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral Liens granted and to be granted by the Loan Parties Issuer and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Notes and the Note Guarantees from time to time due by the Issuer or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsNote and Note Guarantees, including for the avoidance of doubt, any the limitations set forth thereinout under Section 11.02, shall be owing as a separate and independent obligations obligation of such Loan Party the Issuer and each Guarantor to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party . The Issuer, each Guarantor and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer and each Loan Party Guarantor to the Collateral Security Agent (under this Indenture and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes and Note Guarantees which the Issuer or such Loan Party Guarantor has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel DebtDebt and for the purposes of this Section 10.07, the Security Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes and Note Guarantees; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement Indenture, the Security Documents and any other Loan Documentthe Intercreditor Agreement.
(cb) Every payment of monies made by the Issuer or a Loan Party Guarantor to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer or such Grantor Guarantor contained in clause (a) of this Section 12.11(a)10.07; provided that if any such payment as is mentioned in clause (a) above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Issuer or such Loan Party Guarantor and the Issuer or such Loan Party Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(dc) Subject to the provision provisions in paragraph clause (cb) of this Section 12.1110.07, but notwithstanding any of the other provisions of this Section 12.11:clause (c):
(i1) the total amount due and payable as Parallel Debt under this Section 12.11 10.07 shall be decreased to the extent that the Issuer or a Loan Party Guarantor shall have paid any amounts to the Collateral Security Agent (or any sub-agent thereof) to the Trustee or to the Agents on behalf of the applicable Secured Parties Holders or any of them to reduce the outstanding principal amount of the applicable Obligations Notes or the Collateral Security Agent (or any sub-agent thereof) the Trustee on behalf of the applicable Secured Parties Holders otherwise receives any amount in payment of such Obligationsthe Notes and the Note Guarantees; and
(ii2) to the extent that the Issuer or a Loan Parties Guarantor shall have paid any amounts to the Collateral Trustee or to the Security Agent (or any sub-agent thereof) to the Agents under the Parallel Debt owed to it or the Collateral Trustee or the Security Agent (or any sub-agent thereof) to the Agents shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Notes and the Note Guarantees shall be decreased as if said amounts were received directly in payment of the applicable ObligationsNotes and Note Guarantees.
(ed) In the event of a resignation any inconsistency between the terms of this Section 10.07 and the Collateral Agent or any terms of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall clause 16.3 (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, with respect to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity Obligations of the security interests in the Collateral granted and to be granted by Company under the Loan Parties Documents, each Loan Party that is a Domestic Subsidiary of the Company hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for Administrative Agent, as creditor in its own right and not as representative of the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party to each of the Secured Parties in accordance with respect of the terms and conditions Obligations of the Company under each of the Loan DocumentsDocuments as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of in insolvency proceedings affecting such Loan Party to the Collateral Agent (or any sub-agent Domestic Subsidiary thereof) for the benefit of any Secured Parties , to preserve its entitlement to be paid that amount (such payment undertaking and the obligations and liabilities which are of the result thereof Loan Parties described in this paragraph being referred to as the “Parallel DebtDebt A”).
(b) Each Notwithstanding any other provision of any Loan Document, with respect to the Obligations of the Dutch Borrower under the Loan Documents, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties in respect of the Obligations of the Dutch Borrower under each of the Loan Documents and Secured Hedge Agreements as and when that amount falls due for payment under the relevant Loan Document or Secured Hedge Agreements or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve its entitlement to be paid that amount (and any sub-agent thereof) acknowledge that (i) for the obligations of the Loan Parties described in this purpose paragraph being referred to as the “Parallel Debt constitutes undertakingsB” and Parallel Debt A and Parallel Debt B shall be referred to as the “Parallel Debts”).
(c) The Administrative Agent shall have its own independent right to demand payment of any Parallel Debt payable by each Loan Party under this Section 9.14, obligations irrespective of any discharge of the obligation of such Loan Party to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve their entitlement to be paid those amounts.
(d) Any amount in respect of any of the Administrative Agents Parallel Debts due and liabilities of each payable by a Loan Party to the Administrative Agent under this Section 9.14 shall be decreased to the extent that any of the other Secured Parties have received (and have not returned or repaid to the relevant Loan Party) payment in full of the corresponding amount under the other provisions of the Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements and any amount due and payable by such Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received payment in full of the corresponding amount in respect of its Parallel Debt under this Section 9.14 against such Loan Party. Each Secured Party hereby expressly and irrevocably authorizes the Collateral Agent to agree (for and on behalf of such Secured Party) to any sub-agent thereofprovision on terms equivalent to the preceding sentence for the purpose of any parallel debt provision of any Loan Party in any other Loan Document, including (without limitation) any Guaranty, and agrees to be equally bound by such provision in such other Loan Document.
(e) Subject to the foregoing provisions of this Section 9.14, the rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by a Loan Party under the Loan Documents which Documents, Secured Hedge Agreements or Secured Cash Management Agreements are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Administrative Agent to receive payment of any of its Parallel Debt against any Loan Party has to under this Section 9.14.
(f) For purposes of this Section, the Administrative Agent acts in its own name and not as agent, representative or trustee of any of the Secured Parties and (ii) that the neither its claims in respect of any Parallel Debt represents nor security in respect of these claims shall be held on trust.
(g) All amounts received or recovered by the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; providedAdministrative Agent in connection with this Section 9.14, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely extent permitted by applicable law, shall be applied in accordance with this Agreement and any other Loan DocumentSection 8.03.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Om Group Inc)
Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only:
(ai) Without prejudice Each Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as aggregate of all Obligations to all the Obligations Lenders from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof the are referred to as “Parallel Debt”).
(bii) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge parties to this Agreement acknowledges that (i) for this purpose purpose, the Parallel Debt of the Borrowers constitutes undertakings, obligations and liabilities of each Loan Party the Borrowers to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under which the Loan Documents which such Loan Party has Borrowers owe to the Secured Parties any Lender and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims claim to receive payment of such Parallel Debt by the Parallel DebtBorrowers; provided that the total amount which may become due under the Parallel Debt of the Borrowers under this clause (k) shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that Obligations of the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Borrowers to all the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentLenders.
(ciii) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general applicationA) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the The total amount due and payable by the Borrowers as the Parallel Debt under this Section 12.11 clause (k) shall be decreased to the extent that a Loan Party the Borrowers shall have irrevocably and unconditionally paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Lenders or any of them to reduce the Borrowers’ outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Lender otherwise receives any amount in irrevocable and unconditional payment of such ObligationsObligations (other than by virtue of paragraph (B) hereafter); and
and (iiB) to the extent that a Loan Parties the Borrowers shall have irrevocably and unconditionally paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Administrative Agent (or any sub-agent thereof) shall have otherwise received monies in irrevocable and unconditional payment of the such Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Senior Bridge Credit Agreement (Delphi Automotive PLC)
Parallel Debt. Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Principal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) constitutes an undertaking, obligation and liability of such Loan Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Superpriority Secured Debtor in Possession Credit Agreement (Bristow Group Inc)
Parallel Debt. (a) Without prejudice Each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for Agent, as creditor in its own right and not as representative of the benefit of any Secured PartiesLenders and the Issuing Bank, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to the terms Lenders and conditions the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations.
(b) The obligations of each Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Collateral Agent Lenders or the Issuing Bank under the Obligations (or any sub-agent thereofits “Corresponding Debt”) nor shall the amounts for the benefit of any Secured Parties which each Loan Party is liable under paragraph (such payment undertaking and the obligations and liabilities which are the result thereof the a) above (its “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge way by its Corresponding Debt, provided that (i) for this purpose the Collateral Agent shall not demand payment with regard to the Parallel Debt constitutes undertakingsof any Loan Party to the extent that such Loan Party’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, obligations (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party’s Parallel Debt has been paid or (in the case of guarantee obligations) discharged and liabilities (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each CreditLoan Party under this Section 9.17. Any security granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent.
(d) Any amount due and payable by any Loan Party to the Collateral Agent (in respect of a Parallel Debt under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any sub-agent thereof) amount due and payable by a Loan Party to the Lenders and the Issuing Bank under the Corresponding Debt shall be decreased to the extent that such Loan Documents Party has paid the corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt.
(e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment.
(f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent to receive payment under the Parallel Debt.
(g) All monies received or any of its sub-agents or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementSection 9.17, and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent by the enforcement of any security interest securing the Parallel Debt, shall (i) assign be applied in accordance with Section 8.03; provided that, for such purpose, the Parallel Debt owed of each Loan Party shall be deemed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case be owing to the successor Administrative Agent, the Collateral Agent or sub-agentAgent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements and, the Lenders and Issuing Bank (as applicable).
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Issuers and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Notes and the Guarantees from time to time due by the Issuers or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsNotes and Guarantees, including for the avoidance of doubt, any the limitations set forth thereinout under Section 10.04, shall be owing as a separate and independent obligations obligation of such Loan Party the Issuers and each Guarantor to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Issuers, each Guarantor and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Loan Party Guarantor to the Collateral Security Agent (under this Indenture and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes and Guarantees which the Issuers or such Loan Party Guarantor has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes and Guarantees; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents (including the Intercreditor Agreement and any other Loan DocumentAdditional Intercreditor Agreement).
(c) Every payment of monies made by the Issuers or a Loan Party Guarantor to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Grantor Guarantor contained in Section 12.11(a11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Issuers or such Loan Party Guarantor and the Issuers or such Loan Party Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1111.05, but notwithstanding any of the other provisions of this Section 12.11:paragraph (d):
(i) the total amount due and payable as Parallel Debt under this Section 12.11 11.05 shall be decreased to the extent that the Issuers or a Loan Party Guarantor shall have paid any amounts to the Collateral Security Agent (or any sub-agent thereof) to the Trustee on behalf of the applicable Secured Parties Holders or any of them to reduce the outstanding principal amount of the applicable Obligations Notes or the Collateral Security Agent (or any sub-agent thereof) the Trustee on behalf of the applicable Secured Parties Holders otherwise receives any amount in payment of such Obligationsthe Notes and the Guarantees; and
(ii) to the extent that the Issuers or a Loan Parties Guarantor shall have paid any amounts to the Collateral Trustee or to the Security Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Trustee or the Security Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Notes and the Guarantees shall be decreased as if said amounts were received directly in payment of the applicable ObligationsNotes and Guarantees.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Principal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) constitutes an undertaking, obligation and liability of such Loan Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Bristow Group Inc)
Parallel Debt. (a) Without prejudice Each Secured Party appoints the Collateral Agent to the provisions of act as its agent under and in connection with this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in other LoanFinance Documents.
(b) Each Secured Party authorizes the Collateral granted Agent to exercise the rights, powers, authorities and to be granted by the Loan Parties discretions specifically given to the Collateral Agent under or in connection with this Agreement and the other LoanFinance Documents, together with any other incidental rights, powers, authorities and discretions.
(or c) Notwithstanding any sub-agent thereof) for other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the benefit Collateral Agent, as creditor in its own right and not as representative of any the other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with the terms and conditions to Secured Parties under each of the Loan Documents, Documentspursuant to the Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when that amount falls due for payment under the avoidance relevant LoanFinance Document.
(d) The Collateral Agent shall have its own independent right to demand payment of doubt, any limitations set forth therein, shall be owing as separate the amounts payable by each Loan Party under this Section 10.12.
(e) Any amount due and independent obligations of such payable by a Loan Party to the Collateral Agent (or any sub-agent thereof) for under this Section 10.12 shall be decreased to the benefit of any extent that the other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the LoanFinance Documents and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations amount due and liabilities of each payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and any sub-agent thereofis able to retain) payment in full of the corresponding amount under this Section 10.12.
(f) The rights of the Secured Parties (other than the Collateral Agent to receive payment of amounts payable by each Loan Party under the Loan Documents which Documentspursuant to the Obligations) are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or to receive payment under this Section 10.12.
(g) For purposes of this Section 10.12, “Finance Document” means any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) Loan Document and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableother agreement governing an Obligation.
Appears in 1 contract
Sources: Credit Agreement (APi Group Corp)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Issuer to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Notes from time to time due by such Loan Party the Issuer in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth thereinNotes, shall be owing as a separate and independent obligations obligation of such Loan Party the Issuer to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Issuer and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Issuer to the Collateral Security Agent (under this Indenture and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes which such Loan Party the Issuer has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement Indenture and any other Loan Documentthe Security Documents.
(c) Every payment of monies made by a Loan Party the Issuer to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor the Issuer contained in Section 12.11(a11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party the Issuer and such Loan Party the Issuer shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1111.05, but notwithstanding any of the other provisions of this Section 12.11:paragraph (d):
(i) the total amount due and payable as Parallel Debt under this Section 12.11 11.05 shall be decreased to the extent that a Loan Party the Issuer shall have paid any amounts to the Collateral Security Agent (or any sub-agent thereof) to the Trustee on behalf of the applicable Secured Parties Holders or any of them to reduce the outstanding principal amount of the applicable Obligations Notes or the Collateral Security Agent (or any sub-agent thereof) the Trustee on behalf of the applicable Secured Parties Holders otherwise receives any amount in payment of such Obligationsthe Notes; and
(ii) to the extent that a Loan Parties the Issuer shall have paid any amounts to the Collateral Trustee or to the Security Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Trustee or the Security Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Notes shall be decreased as if said amounts were received directly in payment of the applicable ObligationsNotes.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Netherlands law, each Loan Party hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertaking of each Loan Party under this Section 8.02 (a) is to be referred to as its “Parallel Debt.”
(b) The Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan DocumentsCorresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 NCC with respect to the Parallel Debt without any notice being required.
(c) Each Party hereto hereby acknowledges that:
(i) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and
(ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the total amount which may become due under payable by a Loan Party as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations.
(d) Subject to the provision The Collateral Agent, not only in paragraph (c) its own name and on behalf of this Section 12.11itself but also as agent on behalf of each Secured Party, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or shall distribute that amount among the Collateral Agent (or and the Secured Parties that are creditors of the Corresponding Obligations in accordance with the relevant provision of the Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations towards the Collateral Agent and payable under the Loan Documents Secured Parties shall be decreased reduced, if necessary pro rata in respect of Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount.
(e) In For the event purpose of a resignation this Section 8.02, other than the second sentence of paragraph (d) of this Section 8.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any of its sub-agents or other Secured Party.
(f) Nothing in this Section 8.02 shall in any way increase the appointment of a new total amount payable by any Loan Party to the Collateral Agent or sub-agent pursuant to this AgreementAgent, the retiring or replaced Collateral Agent or sub-agent shall Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer excluding any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableobligation under this Section 8.02).
Appears in 1 contract
Parallel Debt. (a) Without prejudice Subject to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity limitations set forth in Section 2.07 of the security interests in the Collateral granted Guarantee Agreement, each Loan Party hereby irrevocably and unconditionally undertakes (and to be granted by the Loan Parties extent necessary undertakes in advance) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with (taking into account the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations in Section 2.07 of such Loan Party the Guarantee Agreement) to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Party under this Agreement and the obligations any other Loan Document pursuant to any Obligations as and liabilities which when those amounts are the result thereof the “Parallel Debt”)due under any Loan Document.
(b) The Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which this Section 8.16 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such obligations of each Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and or any other Loan Document.
Document (c“Corresponding Debt”) Every payment of monies made by a nor shall the amounts for which each Loan Party to the Collateral Agent or any sub-agent thereof shall is liable under paragraph (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general applicationa) above (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations);
(ii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or discharged;
(iii) the amount of the Parallel Debt of a Loan Party shall have paid any amounts at all times be equal to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsits Corresponding Debt; and
(iiiv) to for the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under avoidance of doubt, the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount a Loan Party will become due and payable under at the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationssame time when its Corresponding Debt becomes due and payable.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Amendment Agreement (Momentive Performance Materials Inc.)
Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent or Lenders (as applicable) amounts equal to any amounts owing by each Credit Party to the Collateral Agent, Lenders or any sub-agent thereof) for the benefit of other Secured Parties under any Secured PartiesLoan Document as and when, an amount equal to and in the same currency as in which, those amounts are due (the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents“Parallel Debt”); provided, including that, for the avoidance of doubt, notwithstanding any limitations set forth thereinother provision hereof, the aggregate amount owed by each Credit Party under or in connection with this Agreement or any other Loan Document (including in connection with the Parallel Debt or otherwise) shall be owing as separate and independent obligations not exceed the aggregate amount of such the Obligations. Following this, notwithstanding anything to the contrary in any of the Loan Party to Documents, each party hereto agrees that the Collateral Agent shall be the joint and several creditor (or Gesamtgläubiger) (together with each Lender and other Secured Party (other than the Collateral Agent)) of each EXECUTION COPY and every of the Obligations of each Credit Party towards each of the Collateral Agent, Lenders and any sub-agent thereof) for the benefit of any other Secured Parties (such payment undertaking other than the Collateral Agent) under any of the Loan Documents, and that accordingly each of the obligations Collateral Agent and liabilities which are Lenders will have its own independent right to demand performance by each Credit Party of the result thereof the “Parallel Debt”)Obligations.
(b) Each Loan Credit Party and the Collateral Agent (and any sub-agent thereof) acknowledge that the obligations of Borrower and each other Credit Party under clause (ia) for this purpose the Parallel Debt constitutes undertakings, obligations above are several and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent fromfrom the Obligations, and without prejudice tothat the Collateral shall also serve, the corresponding Obligations under the Loan Documents which such Loan Party has and shall at all times be deemed to be granted according to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of Security Agreements, as collateral security for the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan its Obligations have been irrevocably paid or (in the case of any guarantees hereunder) discharged;
(ii) the Obligations of Borrower and each other Credit Party shall have paid any amounts be decreased to the Collateral Agent (extent that its Parallel Debt has been irrevocably paid or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and
(iiiii) to the extent that a Loan Parties Parallel Debt of Borrower and each other Credit Party shall have paid any amounts to the not exceed its Obligations.
(c) The Collateral Agent (or any sub-agent thereof) shall hold the claims against Borrower and each other Credit Party under the Parallel Debt owed to it or structure under this Section 12.17 as agent for Lenders and all other Secured Parties in accordance with the provisions of this Agreement. The Collateral Agent (or shall distribute any sub-agent thereof) shall have otherwise amounts received monies in payment of by it under the Parallel Debt owed to it, claims among Lenders and all other Secured Parties in accordance with the total provisions of this Agreement as if such amount due and payable was received under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Loan Agreement (Valneva SE)
Parallel Debt. (aA) Without prejudice Stream International Europe B.V. (“Stream BV”) hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent Trustee, acting on its own behalf (or in Dutch: voor zich) and not as agent for any sub-agent thereof) for the benefit of any Secured PartiesPerson, an amount amounts equal to and the aggregate amount payable (verschuldigd) in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions respect of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Principal Obligations (such payment undertaking and to the obligations and liabilities which are the result thereof Collateral Trustee, hereinafter referred to as the “Parallel Debt”).
(bB) The Parallel Debt will become due and payable (opeisbaar) as and when one or more of the Principal Obligations becomes due and payable without any further notice being required.
(C) Each Loan Party of the parties to this Agreement, and the Collateral Agent Trustee on behalf of the holders of Priority Lien Debt, hereby acknowledges that: (and any sub-agent thereofx) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan Party Stream BV to the Collateral Agent (Trustee which is transferable and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Principal Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (iiy) that the Parallel Debt represents the Collateral AgentTrustee’s own separate and independent claim (including any sub-agent thereofeigen en zelfstandige vordering) own claims to receive payment of the Parallel Debt; provided Debt from Stream BV, it being understood that the total amount which may become due payable by Stream BV under or pursuant to the Parallel Debt from time to time shall never exceed the total aggregate amount which may become due is payable under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect relevant Principal Obligations from time to the Parallel Debt solely in accordance with this Agreement and any other Loan Documenttime.
(cD) Every payment For the avoidance of monies made by a Loan Party doubt, each of the parties to this Agreement, and the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) Trustee on behalf of the applicable Secured Parties or any holders of them to reduce Priority Lien Debt, hereby confirms that the outstanding principal amount claim of the applicable Collateral Trustee against Stream BV in respect of the Parallel Debt and the claims of any holder of Priority Lien Debt against the parties in respect of the Principal Obligations or payable to such holder of Priority Lien Debt do not constitute common property (een gemeenschap) within the meaning of Article 3:166 of the Dutch Civil Code and that the provision relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent Trustee and such claims of any holder of Priority Lien Debt do constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the administration agreement (or any sub-agent thereofbeheersregeling) within the meaning of Article 3:168 Dutch Civil Code. COLLATERAL TRUST AGREEMENT
(E) For the avoidance of doubt, the parties hereto confirm that this Agreement, and the Collateral Trustee on behalf of the applicable Secured Parties otherwise receives any amount in payment holders of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Priority Lien Debt, is not to be construed as an agreement as referred to in each case to the successor Collateral Agent or sub-agent, as applicable.Article 6:16 Dutch Civil Code and that Article
Appears in 1 contract
Sources: Collateral Trust Agreement (Stream Global Services, Inc.)
Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement pay to Collateral Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Credit Party in accordance with the terms and conditions to each of the Loan DocumentsSecured Parties under each of the Credit Documents (in each case excluding, including for the avoidance of doubtdoubt and in order to avoid double-counting, the obligations under any limitations parallel debt provision set forth thereinout in any Credit Document) as and when that amount falls due for payment under the relevant Credit Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, shall in insolvency proceedings affecting such Credit Party or any Subsidiary thereof, to preserve its entitlement to be owing as separate and independent paid that amount (the obligations of such Loan Party the Credit Parties described in this paragraph being referred to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof as the “Parallel Debt”).
(b) Each Loan Party The parties to this Agreement hereby acknowledge and the Collateral Agent (and any sub-agent thereof) acknowledge agree that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Credit Parties to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan any Credit Party has to the any Secured Parties Party and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) Agent shall have its own claims independent right to receive demand payment of the Parallel DebtDebt payable by each Credit Party under this Section 11.24, irrespective of any discharge of the corresponding obligation of such Credit Party to pay those amounts to any other Secured Party resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party or any Subsidiary thereof, to preserve their entitlement to be paid those amounts; provided that the total amount which may become due under the Parallel Debt by the Credit Parties under this Section 11.24(b) shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to all Secured Obligations of the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentCredit Parties owed to the Secured Parties.
(c) Every payment Any amount in respect of monies made its Parallel Debt due and payable by a Loan Credit Party to Collateral Agent under this Section 11.24 shall be decreased to the extent that any of the other Secured Parties have received (and are entitled to keep and have not returned or repaid to the relevant Credit Party) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount due and payable by such Credit Party to the other Secured Parties under those provisions shall be decreased to the extent that Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be has applied in satisfaction pro tanto thereof any amounts received as payment in relation to the corresponding amount in respect of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount Parallel Debt of such payment from such Loan Credit Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedunder this Section 11.24.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other foregoing provisions of this Section 12.11:
11.24, the rights of the Secured Parties (iother than Collateral Agent) to receive payment of amounts payable by a Credit Party under the total amount due Credit Documents are several and payable as Parallel Debt under this Section 12.11 shall be decreased to are separate and independent from, and without prejudice to, the extent that a Loan Party shall have paid any amounts to the rights of Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in receive payment of the Parallel Debt owed to it, the total amount due and payable of such Credit Party under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsthis Section 11.24.
(e) In the event For purposes of a resignation this Section, Collateral Agent acts in its own name and not as agent, representative or trustee of the Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust.
(f) All monies received or recovered by Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring Section 11.24 and all amounts received or replaced recovered by Collateral Agent from or sub-agent shall (i) assign by the enforcement of any Lien granted to secure the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, shall be applied in each case to the successor Collateral Agent or sub-agent, as applicableaccordance with this Agreement.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (AVG Technologies N.V.)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents any other Loan Document and for the purpose of ensuring and preserving the initial validity and continuing validity continuity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Pledgors (as defined in the Netherlands Share Pledge Agreements) under or pursuant to the Collateral Agent Netherlands Share Pledge Agreements, each Lender, on behalf of itself and its Affiliates, and the other parties hereto acknowledge and consent to the Pledgors' undertaking to pay to Bank of America, in its own capacity, amounts (or any sub-agent thereofi) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations amounts due from time to time by the Pledgors to the Lenders and their Affiliates in respect of all moneys owed by the Pledgors to the Lenders and their Affiliates under the Guaranties and (ii) due by and payable at the same time as the corresponding amounts of such Loan Party in accordance with moneys under the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, Guaranties are or shall be owing as separate due and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties payable (such payment undertaking and the obligations and liabilities which are resulting therefrom, the result thereof the “"Parallel Debt”").
(b) . Each Loan Party Lender, on behalf of itself and its Affiliates, and the Collateral Agent (and any sub-agent thereof) acknowledge other parties hereto agree that (i) for this purpose the Parallel Debt constitutes undertakings, obligations is a claim of Bank of America which is independent and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations claims of the Lenders and their Affiliates, if applicable, in respect of the moneys owed by the Pledgors under the Loan Documents Guaranties, and is not a claim which such Loan Party has is held jointly with the Lenders and their Affiliates provided that to the Secured Parties and (ii) that extent any amounts are paid to Bank of America under the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive or that Bank of America otherwise receives moneys in payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable in respect of the moneys owed by the Pledgors under the Loan Documents Guaranties shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In outstanding moneys under the event Guaranties. Bank of a resignation America, acting in its own capacity, hereby agrees to transfer to such account as may be specified by the Administrative Agent, for the benefit of the Collateral Agent Lenders and their Affiliates all proceeds that it receives in connection with any enforcement action taken under or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableNetherlands Share Pledge Agreements.
Appears in 1 contract
Sources: Credit Agreement (Rayovac Corp)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Co-Issuers and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesTrustee, an amount equal to and in the same currency as of the Obligations obligations under the Notes and the Guarantees from time to time due by the Co-Issuers or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsNotes and Guarantees, including for the avoidance of doubt, any the limitations set forth thereinout under Section 10.02, shall be owing as a separate and independent obligations joint and several obligation of such Loan Party the Co-Issuers and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Trustee (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Co-Issuers, each Guarantor and the Collateral Agent (and any sub-agent thereof) Trustee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, joint and several obligations and liabilities of the Co-Issuers and each Loan Party Guarantor to the Collateral Agent (Trustee under this Indenture and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes and Guarantees which the Co-Issuers or such Loan Party Guarantor has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral AgentTrustee’s (including any sub-agent thereof) own claims as Collateral Trustee to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes and Guarantees; provided, further, that the Collateral Agent or any sub-agent thereof Trustee shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement Indenture and any other Loan Documentthe Security Documents.
(c) Every payment of monies made by the Co-Issuers or a Loan Party Guarantor to the Collateral Agent or any sub-agent thereof Trustee shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Co-Issuers or such Grantor Guarantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.in
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any the Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any the limitations set forth thereinout in any joinder agreement delivered in accordance with Section 6.11, shall be owing as a separate and independent obligations obligation of such Loan Party to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Administrative Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentthe Collateral Documents (including the Junior Lien Intercreditor Agreement).
(c) Every payment of monies made by a Loan Party to the Collateral Administrative Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor Loan Party contained in Section 12.11(a10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1110.22, but notwithstanding any of the other provisions of this Section 12.1110.22:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 10.22 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) to the Administrative Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such the Obligations; and
(ii) to the extent that a Loan Parties Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Administrative Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Administrative Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to Section 9.06 of this Agreement, the retiring or replaced Collateral Administrative Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableAdministrative Agent.
Appears in 1 contract
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each Debtor hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Security Trustee, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with the terms and conditions Debtor to each of the Loan DocumentsSecured Parties under each of the Debt Documents as and when that amount falls due for payment under the relevant Debt Document or would have fallen due but for any discharge resulting from failure to another Secured Party to take appropriate steps, including for the avoidance of doubtin insolvency proceedings affecting that Debtor, any limitations set forth thereinto preserve its entitlement to be paid that amount (with respect to German Security Interests, this undertaking shall be owing as separate and independent obligations an abstract acknowledgement of such Loan Party to the Collateral Agent a debt (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”abstraktes Schuldanerkenntnis)).
(b) Each Loan Party Subject to paragraph (d) below, the Security Trustee shall have its own independent right to demand payment of the amounts payable by each Debtor under this Clause 16, irrespective of any discharge (other than by way of payment) of such Debtor’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Debtor, to preserve their entitlement to be paid those amounts.
(c) Any amount due and payable by the Collateral Agent Debtors to the Security Trustee under this Clause 16 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Debt Documents and any sub-agent thereof) acknowledge that (i) for this purpose amount due and payable by the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Debtors to the Collateral Agent other Secured Parties under those provisions shall be decreased to the extent that the Security Trustee has received (and any sub-agent thereofis able to retain) payment in full of the corresponding amount under this Clause 16.
(d) The rights of the Secured Parties (other than the Security Trustee) to receive payment of amounts payable by each Debtor under the Loan Debt Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Security Trustee to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsClause 16.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice Notwithstanding any other provision in any Loan Document to the provisions contrary, each Loan Party hereby undertakes, by way of this Agreement an abstract acknowledgement of debt and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and as an independent payment obligation, to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit Administrative Agent, as a creditor in its own right and not as a representative of any other Secured Parties, an amount equal all and any amounts which are owed by such Loan Party under or in connection with the Loan Documents to and in the same currency as the Obligations Secured Parties from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”), abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the relevant Loan Document.
(b) Each Loan Party and the Collateral The Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose shall have an independent right to demand payment of the Parallel Debt constitutes undertakings, obligations Debt.
(c) Any amount due and liabilities of each payable by a Loan Party to the Collateral Administrative Agent under this Section 11.24 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the Parallel Debt. Accordingly, the aggregate amount receivable and received by the Secured Parties shall at no time exceed the aggregate amount due and payable under the provisions of the Loan Documents (other than under this Section 11.24).
(d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentSection 11.24.
(ce) Every Notwithstanding the foregoing, any payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased made to the relevant Secured Party as if said amounts were received directly set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment of to be made to the applicable ObligationsAdministrative Agent.
(ef) In The Administrative Agent shall be entitled to transfer its rights and obligations under this Section 11.24 to any successor Administrative Agent. The Loan Parties and the event Secured Parties hereby agree to such transfer. Further, the consent of a resignation of the Collateral Agent any Loan Party or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant Secured Party shall not be necessary to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicabletransfer.
Appears in 1 contract
Sources: Credit Agreement (Meet Group, Inc.)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Borrowers and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Loans and the Guarantees from time to time due by a Borrower or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsLoans and Guarantees, including for the avoidance of doubt, any the limitations set forth thereinout under Section 11.7, shall be owing as a separate and independent obligations obligation of such Loan Party the Borrowers and each Guarantor to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Borrowers, each Guarantor and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Borrowers and each Loan Party Guarantor to the Collateral Security Agent (under this Agreement and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Loans and Guarantees which the Borrowers or such Loan Party Guarantor has to the Secured Parties Lenders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsLoans and Guarantees; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and the Security Documents (including the Intercreditor Agreement and any other Loan DocumentAdditional Intercreditor Agreement).
(c) Every payment of monies made by the Issuers or a Loan Party Guarantor to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Grantor Guarantor contained in Section 12.11(a12.19(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Borrowers or such Loan Party Guarantor and the Borrowers or such Loan Party Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1112.19(c), but notwithstanding any of the other provisions of this Section 12.11:Clause (d):
(i) the total amount due and payable as Parallel Debt under this Section 12.11 12.19 shall be decreased to the extent that a Loan Party Borrower or a Guarantor shall have paid any amounts to the Collateral Security Agent (or any sub-agent thereof) to the Administrative Agent on behalf of the applicable Secured Parties Lenders or any of them to reduce the outstanding principal amount of the applicable Obligations Loans or the Collateral Security Agent (or any sub-agent thereof) the Administrative Agent on behalf of the applicable Secured Parties Lenders otherwise receives any amount in payment of such Obligationsthe Loans and the Guarantees; and
(ii) to the extent that a Loan Parties Borrower or a Guarantor shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) to the Security Agent under the Parallel Debt owed to it or the Collateral Administrative Agent (or any sub-agent thereof) the Security Agent shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Loans and the Guarantees shall be decreased as if said amounts were received directly in payment of the applicable ObligationsLoans and Guarantees.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Issuers and each Guarantor to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesSecurity Agent, an amount equal to and in the same currency as of the Obligations obligations under the Notes and the Guarantees from time to time due by the Issuers or such Loan Party Guarantor in accordance with the terms and conditions of the Loan DocumentsNotes and Guarantees, including for the avoidance of doubt, any the limitations set forth thereinout under Section 10.04, shall be owing as a separate and independent obligations obligation of such Loan Party the Issuers and each Guarantor to the Collateral Security Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Issuers, each Guarantor and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Loan Party Guarantor to the Collateral Security Agent (under this Indenture and any sub-agent thereof) under the Loan Security Documents which are separate and independent from, and without prejudice to, the corresponding Obligations obligations under the Loan Documents Notes and Guarantees which the Issuers or such Loan Party Guarantor has to the Secured Parties Holders and (ii) that the Parallel Debt represents the Collateral Security Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan DocumentsNotes and Guarantees; provided, further, that the Collateral Security Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents (including the Intercreditor Agreement and any other Loan DocumentAdditional Intercreditor Agreement).
(c) Every payment of monies made by the Issuers or a Loan Party Guarantor to the Collateral Security Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Grantor Guarantor contained in Section 12.11(a11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Security Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Issuers or such Loan Party Guarantor and the Issuers or such Loan Party Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.1111.05(c), but notwithstanding any of the other provisions of this Section 12.11:
clause (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.d):
Appears in 1 contract
Sources: Indenture (Ardagh Group S.A.)
Parallel Debt. (a) Without prejudice Subject to any limitations expressly set out in this Agreement, the Company hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Interim Security Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative or trustee of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured other Interim Finance Parties, an amount sums equal to and in the same currency as of each amount payable by the Obligations from time Company to time due by such Loan Party in accordance with the terms and conditions each of the Loan Documents, including other Interim Finance Parties under each of the Interim Documents as and when that amount falls due for payment under the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)relevant Interim Document.
(b) Each Loan Party and The Interim Security Agent shall hold the Collateral claims against the Company under the parallel debt structure in this Clause 15.7 in accordance with this Clause 15 (Security). The Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 15.7 among the Interim Finance Parties in accordance with the provisions of this Agreement.
(and any sub-agent thereofc) acknowledge that The Interim Security Agent shall have its own independent right to demand payment of the amounts payable by the Company under this Clause 15.7, provided that:
(i) the amounts for this purpose which the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Company is liable under its parallel debt:
(A) shall be decreased to the Collateral extent that its corresponding debt towards an Interim Finance Party has been irrevocably paid (or, in the case of guarantee obligations, discharged); or
(B) shall be increased to the extent that the corresponding debt towards an Interim Finance Party has been increased;
(ii) the corresponding debt of the Company shall be decreased to the extent that its parallel debt has been irrevocably paid (or, in the case of guarantee obligations, discharged); and
(iii) the parallel debt of the Company shall not exceed its corresponding debt towards the Interim Finance Parties.
(d) Any amount due and payable by the Company to the Interim Security Agent (under this Clause 15.7 shall be decreased to the extent that the other Interim Finance Parties have received payment of the corresponding amount under the other provisions of the Interim Documents and any sub-agent thereofamount due and payable by the Company to the other Interim Finance Parties under those provisions shall be decreased to the extent that the Interim Security Agent has received payment of the corresponding amount under this Clause 15.7. The rights of the Interim Finance Parties (other than the Interim Security Agent) to receive payment of amounts payable by the Company under the Loan Interim Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Interim Security Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsClause 15.7.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Interim Facility Agreement
Parallel Debt. (a) Without prejudice to the provisions of this the Credit Agreement and the Security Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured PartiesParties and/or to the Secured Parties (or any of them), an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the “Secured Documents”) including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for as creditor in its own right and not as representative of the benefit of any other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (as creditor in its own right and any sub-agent thereof) not as a representative under the Loan Secured Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents Secured Documents, which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own independent rights and claims to demand and receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Secured Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this the Credit Agreement and any other Loan Secured Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor Loan Party contained in paragraph (a) of this Section 12.11(a)1.01; provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.111.01, but notwithstanding any of the other provisions of this Section 12.111.01:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 1.01 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Secured Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this the Credit Agreement, the retiring or replaced Collateral Agent or sub-agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent. Citibank Camelot UK Bidco Limited 69617640 19,000.00 USD 01/29/2020 01/29/2020 FALSE NATIONAL AND UNIVERSITY LIBRARY IN ZAGREB Citibank Camelot UK Bidco Limited 69610435 197,100.00 QAR 12/31/2020 01/30/2021 FALSE Qatar Foundation (QF) Citibank Camelot UK Bidco Limited 69610619 31,676.17 EUR 12/31/2020 01/30/2021 FALSE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Citibank Camelot UK Bidco Limited 69610944 66,776.85 EUR 12/20/2019 12/20/2019 FALSE BT GERMANY GMBH AND CO. OHG Citibank Camelot UK Bidco Limited 5404600147/ 69611362 5,122.00 USD 09/30/2021 10/02/2021 FALSE Qatargas Operating Company Limited Citibank Camelot UK Bidco Limited 69611971 115,000.00 USD 12/31/2019 12/31/2019 TRUE One Penn Plaza LLC Citibank Camelot UK Bidco Limited 69613306/ 5219800149 8,000.00 EUR 12/31/2018 01/31/2020 TRUE ▇▇▇▇▇▇▇ Grundstückverwaltung GbR Citibank Clarivate Analytics (Belgium) NV 69611056 212,504.00 EUR 09/02/2021 09/02/2021 FALSE Singel Office Antwerpen NV Citibank Camelot UK Bidco Limited 69614875 116,063.65 EUR 10/02/2019 10/02/2021 TRUE Fundação para Ciência e a Tecnologia (FCT) Citibank Camelot UK Bidco Limited 69615639 375,000.00 USD 10/31/2019 10/31/2021 TRUE ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LP ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Camelot UK Bidco Limited 6545S26890 856,086.78 USD 12/31/2019 03/31/2023 FALSE Ministry of Education CAPES/CGLOG/DGES Royal Bank of Canada Camelot UK Bidco Limited 6545S26949/ 781BG61900304 62,050.00 SGD 04/30/2020 06/30/2024 TRUE Intellectual Property Office of Singapore None.
1. New York ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
2. England & Wales Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
3. Delaware Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP
4. Luxembourg Loyens & Loeff Luxembourg S.à ▇.▇.
5. Luxembourg NautaDutilh Avocats Luxembourg S.à ▇.▇.
1. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent customary insurance certificates and endorsements to be agreed between the Borrower Representative and the Administrative Agent.
2. Within 30 days after the Closing Date (or subsuch longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent the certificate representing the pledged equity referred to therein by Camelot UK Bidco in Information Ventures LLC accompanied by undated stock powers executed in blank in accordance with the Security Documents.
3. Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent any updated certificates representing pledged equity referred to therein and accompanied by undated stock powers executed in blank in accordance with the Security Documents, in each case as the Administrative Agent may reasonably request and only to the extent required to be delivered pursuant to the Security Documents.
4. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent a fully executed global intercompany note in a form as may be reasonably agreed between the Borrower Representative and the Administrative Agent.
1. That certain notes agreement on Schedule 1.1D hereto; and
2. the letters of credit and guarantees outstanding on the Closing Date: Issuing Party Entity Guarantee / LC Number Amount Currency End Date Final Expiration Date Evergreen Beneficiary Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 1,500.00 EUR N/A N/A TRUE Autonome Provinz Bozen Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 5,050.10 EUR N/A N/A TRUE Autonome Provinz Bozen Citibank Camelot UK Bidco Limited 5870605210 73,279.34 AED N/A N/A TRUE TECOM Investments LLC Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A (LC 69614875) 12,369.13 EUR 01/31/2022 01/31/2022 FALSE Fundação para Ciência e a Tecnologia (FCT) Clarivate Analytics Information Services (Beijing) Company Ltd. Clarivate Analytics Information Services (Beijing) Company Ltd. N/A 20,000.00 CNY Within one month after the final acceptance of the contract. Within one month after the final acceptance of the contract. FALSE Geely Automobile Research Institute (Ningbo) Co., Ltd. Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A 9,638,625.00 USD N/A N/A FALSE 1500 Net-agentWorks Associates L.P. Bank of America, as applicableN.A. Mail Code: TX2-974-03-23 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ USD Payment Instructions: ABA# 026 009 593 New York, NY Account# 1366072250600 Attn: Wire Clearing Account for Syn Loans – LIQ Ref: Camelot Finance S.A. Alternative Currency Payment Instructions: EUR Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA GBP Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA CHF Beneficiary Bank: Bank of America NA (Swift ID: BOFACH2X) Beneficiary Account Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Beneficiary: Bank of America NA AUD Beneficiary Bank: Bank of America Australia (Swift ID: BOFAAUSX) Beneficiary Account Number: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Beneficiary: Bank of America NA JPY Beneficiary Bank: Bank of America NA (Swift ID: BOFAJPJX) Beneficiary Account Number: 6064 9568 7013 Beneficiary: Bank of America NA Bank of America, N.A. Mail Code: TX2-974-03-26 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Trade Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Standby Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ EXHIBIT A-1
Appears in 1 contract
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, the Company irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Common Security Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured PartiesCreditors, an amount sums equal to and in the same currency as of each amount payable by the Obligations from time Company to time due by such Loan Party in accordance with the terms and conditions each of the Loan DocumentsSecured Creditors (whether present or future and whether actual or contingent) under the other provisions of the Secured Documents as and when the amount falls due for payment under those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to take appropriate steps, including for in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. For the avoidance of doubt, interest, fees and any limitations set forth therein, other charges accruing on the Secured Obligations shall be owing as separate and independent obligations of such Loan Party to included in the Collateral Agent Parallel Debt (or any subwithout double-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”counting).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the The obligation to pay Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Company to the Collateral Common Security Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, from the obligations (whether present or future and without prejudice to, whether actual or contingent) of the corresponding Obligations under the Loan Documents which such Loan Party has Company to the Secured Parties and (ii) that the Creditors or any of them. The Parallel Debt represents the Collateral Common Security Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentCompany.
(c) Every payment For the avoidance of monies made doubt, the aggregate amount due by a Loan Party the Company under the Parallel Debt will be immediately and automatically decreased to the Collateral Agent or extent the Company has paid any sub-agent thereof shall (conditionally upon amounts to the Secured Creditors under the other provisions of the Secured Documents, except to the extent such payment not shall have been subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application.
(d) be in satisfaction pro tanto For the avoidance of doubt, to the extent the Company has paid any amounts to the Common Security Agent under the Parallel Debt the aggregate amount due by the Company to the Secured Creditors under the other provisions of the covenant by such Grantor contained in Section 12.11(a); provided that if any Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment as is mentioned above is shall have been subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedapplication.
(de) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to To the extent that a Loan Party shall have paid any amounts to the Collateral Common Security Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of the Parallel Debt, the Common Security Agent shall make such Obligations; and
(ii) amount available to the extent that a Loan Parties shall have paid any amounts to relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Collateral Agent (or any sub-agent thereof) under Secured Creditors in accordance with the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment terms of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsSecured Documents.
(ef) In The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the event Company within the meaning of a resignation § 30 of the Collateral Agent or any Estonian Law of its sub-agents or Obligations Act (est: võlaõigusseadus). For the appointment purpose of a new Collateral Agent or sub-agent pursuant to this Agreementclarification, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the obligation to pay Parallel Debt owed is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus).
(g) Without limiting and in addition to it the above, the Common Security Agent shall have the rights of the joint creditor (but not est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by way the Company to each of novationthe Secured Creditors under the Secured Documents.
(h) and (ii) transfer Each Secured Creditor must, at the request of the Common Security Agent, perform any Collateral granted act required in connection with the enforcement of any claim under the obligation to it securing such pay Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Intercreditor Agreement
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Netherlands law, each Loan Party hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertaking of each Loan Party under this Section 8.02 (a) is to be referred to as its “Parallel Debt.”
(b) The Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan DocumentsCorresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 NCC with respect to the Parallel Debt without any notice being required,
(c) Each Party hereto hereby acknowledges that:
(i) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and
(ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the total amount which may become due under payable by a Loan Party as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations.
(d) Subject to the provision The Collateral Agent, not only in paragraph (c) its own name and on behalf of this Section 12.11itself but also as agent on behalf of each Secured Party, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or shall distribute that amount among the Collateral Agent (or and the Secured Parties that are creditors of the Corresponding Obligations in accordance with the relevant provision of the Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations towards the Collateral Agent and payable under the Loan Documents Secured Parties shall be decreased reduced, if necessary pro rata in respect of Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount.
(e) In For the event purpose of a resignation this Section 8.02, other than the second sentence of paragraph (d) of this Section 8.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any of its sub-agents or other Secured Party.
(f) Nothing in this Section 8.02 shall in any way increase the appointment of a new total amount payable by any Loan Party to the Collateral Agent or sub-agent pursuant to this AgreementAgent, the retiring or replaced Collateral Agent or sub-agent shall Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer excluding any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableobligation under this Section 8.02).
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Netherlands law, each Loan Party hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertaking of each Loan Party under this Section 8.02 (a) is to be referred to as its “Parallel Debt.”
(b) The Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan DocumentsCorresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 NCC with respect to the Parallel Debt without any notice being required.
(c) Each Party hereto hereby acknowledges that:
(i) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and
(ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the total amount which may become due under payable by a Loan Party as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations.
(d) Subject to the provision The Collateral Agent, not only in paragraph (c) its own name and on behalf of this Section 12.11itself but also as agent on behalf of each Secured Party, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or shall distribute that amount among the Collateral Agent (or and the Secured Parties that are creditors of the Corresponding Obligations in accordance with the relevant provision of the Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations towards the Collateral Agent and payable under the Loan Documents Secured Parties shall be decreased reduced, if necessary pro rata in respect of Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount.
(e) In For the event purpose of a resignation this Section 8.02, other than the second sentence of paragraph(d) of this Section 8.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any of its sub-agents or other Secured Party.
(f) Nothing in this Section 8.02 shall in any way increase the appointment of a new total amount payable by any Loan Party to the Collateral Agent or sub-agent pursuant to this AgreementAgent, the retiring or replaced Collateral Agent or sub-agent shall Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer excluding any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableobligation under this Section 8.02).
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of Table of Contents general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law:
(i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended | || from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and
(ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Secured Parties Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii).
(b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
(ii) a Corresponding Debt of a Loan Party shall have paid any amounts be decreased to the Collateral Agent extent its relevant Parallel Debt has been irrevocably paid or (or any sub-agent thereofin the case of guarantee obligations) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and
(iiiii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the extent that a Loan Parties shall have paid any amounts to amount of its relevant Corresponding Debt.
(c) For the purpose of this Section 9.14, the Collateral Agent (acts in its own name and on behalf of itself and not as agent, representative or trustee of any sub-agent thereof) under the other Secured Party and its claims in respect of a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall not be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral held on trust. Any Lien granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.| ||
Appears in 1 contract
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of ensuring and preserving the initial validity and continuing validity continuity of the security interests in the Collateral rights granted and to be granted by the Loan Parties Borrowers under or pursuant to the Collateral Agent Loan Documents the Borrowers hereby irrevocably and unconditionally undertake, as an abstract obligation (or any sub-agent thereof) for the benefit of any Secured Partiesabstraktes Schuldversprechen), an amount to pay to Bank amounts equal to and in the same currency as of the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate Documents and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit irrespective of any Secured Parties discharge of an obligor’s obligation to pay such amounts resulting from a failure by Bank to take appropriate steps in insolvency, bankruptcy or similar proceedings affecting an obligor to preserve its respective right to be paid those amounts (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party The Borrowers and the Collateral Agent (and any sub-agent thereof) Bank acknowledge that that:
(i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Borrowers to the Collateral Agent (and any sub-agent thereof) Bank under the Loan Documents which are separate and independent from, from and without prejudice to, the corresponding Obligations under which the Loan Documents which such Loan Party has Borrowers have to the Secured Parties and Bank; and
(ii) that the Parallel Debt represents the Collateral AgentBank’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; , provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may otherwise become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentas Obligations.
(c) Every payment of monies made by a Loan Party the Borrowers to the Collateral Agent or any sub-agent thereof Bank shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); Parallel Debt, provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof Bank, shall be entitled to receive the avoided or reduced amount of such payment from such Loan Party the Borrowers and such Loan Party the Borrowers shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11sub-clause (d), but notwithstanding any of the other provisions of this Section 12.114.4:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 4.4 shall be decreased to the extent that a Loan Party shall have paid an obligor pays any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Bank or any of them to reduce as a payment for the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Bank otherwise receives any amount in payment of such (a part of) the Obligations; and
(ii) to the extent that a Loan Parties any obligor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) Bank under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) Bank shall have otherwise received monies in payment of the Parallel Debt owed to itDebt, the total amount due and payable under by any obligor on account of the Loan Documents Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligations. Notwithstanding Section 11 of this Agreement with respect to choice of law, this Section 4.4 shall be governed by German law.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Loan and Security Agreement (Alphatec Holdings, Inc.)
Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law:
(i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and
(ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Secured Parties Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii).
(b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that:
(i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
(ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt.
(c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust.
(d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement.
(e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing).
(f) Without limiting or affecting the Collateral Agent’s rights against a Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that:
(i) nothing in this Section 9.14 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and
(ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.
(or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount will become due and payable under (opeisbaar) at the Loan Documents shall be decreased as if said amounts were received directly in payment of same time the applicable Obligationsrelevant Corresponding Debt becomes due and payable.
(eh) In For the event purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a resignation claim of the Collateral Agent or any of its sub-agents or the appointment against a Loan Party in respect of a new Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant does constitute such common property and such provisions do apply, the parties to this Agreement, Agreement agree that this Agreement shall constitute the retiring or replaced Collateral Agent or sub-agent shall administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code.
(i) assign For the Parallel Debt owed purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to it demand performance by the Loan Parties of those obligations (but not by way of novationGesamtgläubigerschaft) and in full.
(iij) transfer any Collateral granted to it securing such Parallel Debt, in each case Notwithstanding anything to the successor Collateral Agent contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or sub-agentprovide any security for, any Obligation of a U.S. Loan Party, or be construed as applicablea guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Parallel Debt. (a) Without prejudice For the purpose of taking and ensuring the continuing validity of any Transaction Security governed by the laws of (or to the extent affecting assets situated in) the Slovak Republic, or any other jurisdiction in which effective Security cannot be granted in favour of the Security Agent as trustee for the Secured Parties, notwithstanding any contrary provision in any Finance Document:
(i) each of the Debtors hereby separately and independently of any other agreement on its part referred to or contained in this Agreement or any other Debt Documents irrevocably and unconditionally agrees and undertakes with the Security Agent (by way of an abstract acknowledgement of debt) to pay to the Security Agent, and each Secured Party (other than the Security Agent solely by operation of this provision) acknowledges that each of the Debtors shall pay to the Security Agent sums equal to, and in the currency of, any sums owing by it to a Secured Party (other than the Security Agent) under any Debt Documents (the “Principal Obligations”) as and when the same fall due for payment under the relevant secured Debt Document (the “Parallel Debt Obligations”), which payment undertakings the Security Agent hereby accepts;
(ii) each of the Debtors and each Secured Party (other than the Security Agent) acknowledges that the right of the Security Agent to demand payment of the Parallel Debt Obligations shall be independent and several from the rights of the other Secured Parties to demand payment of the Principal Obligations, and shall not in any way limit or affect (unless otherwise provided in this Clause 17.2) the Principal Obligations of any Debtor and/or a Secured Party, provided that the payment by a Debtor of all or part of its Parallel Debt Obligations to the Security Agent in accordance with this Clause 17.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations (or part thereof) and the payment by a Debtor of all or part of its Principal Obligations in accordance with the provisions of this Agreement and the Debt Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations (or part thereof) but further provided that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party other than in accordance with the terms and conditions of the Loan Debt Documents. For the avoidance of any doubt, including save as provided in this paragraph (b), the Parallel Debt Obligations of any Debtor shall at all times be equal to the amount of its respective Principal Obligations;
(iii) despite the foregoing, any payment under the Debt Documents shall be made to the Security Agent unless expressly stated otherwise in any Debt Document or unless the Security Agent directs such payment to be made to a person other than the Security Agent;
(iv) without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 17.2 or under any other provision of the Debt Documents), the Security Agent agrees with each other Secured Party (on a several and divided basis) that it will not exercise its rights under the Parallel Debt Obligations in respect of the Principal Obligations owing to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any limitations set forth thereinway limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by this Agreement, shall be owing as separate and independent obligations of such Loan Party the relevant Transaction Security Document or any other Debt Document (or to do any act reasonably incidental to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”foregoing).;
(bv) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.
(e) In the event of a resignation of the Collateral Security Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementSecurity Agent, the retiring or replaced Collateral Security Agent or sub-agent shall (i) assign the Parallel Debt Obligations owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Security Agent. Each Debtor hereby expressly gives its prior consent to any such assignment and the Parties agree that the Security created under the Transaction Security Documents securing the Parallel Debt Obligations shall be preserved and remain in full force and effect following any such assignment;
(vi) each Debtor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or sub-agentits nominee(s)) to preserve, protect and maintain the Parallel Debt Obligations provided for in this Clause 17.2.
(b) For the purposes of this Clause 17.2 (but without prejudice to Clause 15 (Application of Proceeds)), the Security Agent acts in its own name and not as applicablea trustee, and claims in respect of the Parallel Debt Obligations shall be owed to it as an individual creditor. The Security granted under the Debt Documents to the Security Agent to secure the Parallel Debt Obligations is granted to the Security Agent in its capacity as creditor of the Parallel Debt Obligations and not as trustee. All moneys received or recovered by the Security Agent under this Clause 17.2 or on the enforcement of any Transaction Security shall be applied in accordance with Clause 15.1 (Order of application).
Appears in 1 contract
Sources: Intercreditor Agreement
Parallel Debt.
(a) Without prejudice Notwithstanding any other provision of this Agreement, the Company irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Common Security Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured PartiesCreditors, an amount sums equal to and in the same currency as of each amount payable by the Obligations from time Company to time due by such Loan Party in accordance with the terms and conditions each of the Loan DocumentsSecured Creditors (whether present or future and whether actual or contingent) under the other provisions of the Secured Documents as and when the amount falls due for payment under those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to take appropriate steps, including for in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. For the avoidance of doubt, interest, fees and any limitations set forth therein, other charges accruing on the Secured Obligations shall be owing as separate and independent obligations of such Loan Party to included in the Collateral Agent Parallel Debt (or any subwithout double-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”counting).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the The obligation to pay Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Company to the Collateral Common Security Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, from the obligations (whether present or future and without prejudice to, whether actual or contingent) of the corresponding Obligations under the Loan Documents which such Loan Party has Company to the Secured Parties and (ii) that the Creditors or any of them. The Parallel Debt represents the Collateral Common Security Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentCompany.
(c) Every payment For the avoidance of monies made doubt, the aggregate amount due by a Loan Party the Company under the Parallel Debt will be immediately and automatically decreased to the Collateral Agent or extent the Company has paid any sub-agent thereof shall (conditionally upon amounts to the Secured Creditors under the other provisions of the Secured Documents, except to the extent such payment not shall have been subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application.
(d) be in satisfaction pro tanto For the avoidance of doubt, to the extent the Company has paid any amounts to the Common Security Agent under the Parallel Debt the aggregate amount due by the Company to the Secured Creditors under the other provisions of the covenant by such Grantor contained in Section 12.11(a); provided that if any Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment as is mentioned above is shall have been subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedapplication.
(de) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to To the extent that a Loan Party shall have paid any amounts to the Collateral Common Security Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of the Parallel Debt, the Common Security Agent shall make such Obligations; and
(ii) amount available to the extent that a Loan Parties shall have paid any amounts to relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Collateral Agent (or any sub-agent thereof) under Secured Creditors in accordance with the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment terms of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsSecured Documents.
(ef) In The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the event Company within the meaning of a resignation § 30 of the Collateral Agent or any Estonian Law of its sub-agents or Obligations Act (est: võlaõigusseadus). For the appointment purpose of a new Collateral Agent or sub-agent pursuant to this Agreementclarification, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the obligation to pay Parallel Debt owed is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus).
(g) Without limiting and in addition to it the above, the Common Security Agent shall have the rights of the joint creditor (but not est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by way the Company to each of novationthe Secured Creditors under the Secured Documents.
(h) and (ii) transfer Each Secured Creditor must, at the request of the Common Security Agent, perform any Collateral granted act required in connection with the enforcement of any claim under the obligation to it securing such pay Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract
Sources: Intercreditor Agreement
Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each of the Company and each Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereofin its personal capacity and not in its capacity as agent) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents and, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (collectively, the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of any Principal Party shall become due and payable as and when any Principal Obligation of such Principal Party becomes due and payable.
(b) The Administrative Agent and each Principal Party agree and acknowledge that:
(i) the Loan DocumentsParallel Debt of each Principal Party constitutes an undertaking, including obligation and liability of such Principal Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, any Principal Obligation and represents the Administrative Agent’s own claim as a creditor in its own right to receive payment of such Parallel Debt from such Principal Party (and for the avoidance of doubt, any limitations set forth thereinfor purposes of Netherlands law, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party to constitutes independent claims (zelfstandige vorderingen) of the Collateral Administrative Agent vis-à-vis each Principal Party); and
(and any sub-agent thereofii) the security interest created under the Loan Documents which to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them.
(c) The Administrative Agent and each Principal Party agree and acknowledge that:
(i) the Parallel Debt of each Principal Party shall be decreased if and to the extent that the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged;
(ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and
(iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party.
(d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement and the other Security Documents.
(e) The Administrative Agent accepts the provisions of this clause 8.16 (Parallel Debt) on behalf of the Secured Parties.
(f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Principal Party under the Principal Obligations are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.
(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:
(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to 8.16 and each Principal Party’s obligations under this Section 8.16 toward the extent that Administrative Agent constitutes a Loan single and separate obligation from any other debt or obligation of each Principal Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and
(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Principal Obligations.
(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.
Appears in 1 contract