Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts equal to any amounts owing from time to time by a European Loan Party to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (b) 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 guarantee obligations) discharged; and (c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt. (a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust. (b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt. (c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b). (d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that: (a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and (b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt: (a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and (b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 3 contracts
Sources: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Parallel Debt. To grant Notwithstanding any other provision of this Agreement, the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party Parties hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) undertake to pay to the European Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to any Guaranteed Party Secured Parties under any the Loan Document Documents as and when those amounts are duethat 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, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). Each European Loan Party and the The Administrative Agent and shall have its own independent right to demand payment of the Guaranteed Parties acknowledge that the obligations of amounts payable by each Loan Party under this Section 9.21 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 payable by a Loan Party to the 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 amount 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 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Administrative Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent12.28.
Appears in 3 contracts
Sources: Loan Agreement (Spark Networks SE), Loan Agreement (Spark Networks SE), Loan Agreement (Spark Networks SE)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts equal to any amounts owing from time to time by a European Loan Party to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.2110.20, “Corresponding Obligations” means each Loan Party’s Obligations other than the Parallel Debt.
(b) Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, acting on its own behalf and not as agent for any person, an amount equal to the Corresponding Obligations (such payment undertakings by each Loan Party to the Administrative Agent, hereinafter referred to as the “Parallel Debt”).
(c) 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 of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and liability of each Loan Party to the Administrative Agent which is transferable and separate and independent from, and without prejudice to, the European Collateral Corresponding Obligations; (ii) the Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel 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 amount which may become payable by each Loan Party under or pursuant to the Parallel Debt from time to time shall never exceed the aggregate amount which is payable under the relevant Corresponding Obligations from time to time.
(e) For the purpose of this Section 10.20 the Administrative Agent acts in its own name and on behalf of itself (for the benefit of the Secured Parties and each subsequent maker of any Loan by its making thereof) and not as agent, agent or representative or trustee of any Guaranteed Partyof the Secured Parties and each subsequent maker of any Loan by its making thereof.
(f) To the extent the Administrative Agent irrevocably receives any amount in payment of the Parallel Debt (the “Received Amount”), and its claims the Corresponding Obligations shall be reduced by an aggregate amount (the “Deductible Amount”) equal to the Received Amount in respect the manner as if the Deductible Amount were received as a payment of each the Corresponding Obligations. For the avoidance of doubt, to the extent the Administrative Agent irrevocably receives any amount in payment of the Corresponding Obligations, the Parallel Debt shall not be held on trust.
(b) The Liens granted under reduced accordingly as if such payment was received as a payment of the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) . All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Administrative Agent from or by the enforcement of any Lien security interest granted to secure each the Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) this Agreement. Without limiting or affecting the European Collateral Agent ‘s Administrative Agent’s rights against the Loan Parties (whether under this Section 9.21 10.20 or under any other provision provisions of the Loan Documents), Documents or any Secured Cash Management Agreement or Secured Hedge Agreement) each Loan Party acknowledges that:
that (ai) nothing in this Section 9.21 10.20 shall impose any obligation on the European Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan DocumentDocument or any Secured Cash Management Agreement or Secured Hedge Agreement, except in its capacity as Guaranteed Party; and
Lender, Cash Management Bank or Hedge Bank and (bii) for the purpose of any vote taken under any Loan DocumentDocument or any Secured Cash Management Agreement or Secured Hedge Agreement, the European Collateral Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay Lender, Cash Management Bank or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentHedge 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. To grant (a) Notwithstanding any other provision of this Agreement and solely for the security pursuant to any Dutch Security Agreement to purpose of ensuring and preserving the European validity and continuity of certain of the Collateral AgentDocuments and subject, as provided below, each European of the Loan Party Parties hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Administrative Agent or the Collateral Agent amounts (aas applicable), as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to each and any Guaranteed Party of the Secured Parties under any of the Loan Document Documents 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, in insolvency proceedings affecting that Guarantor, to preserve its entitlement to be paid that amount (the “Parallel Debt”).
(b) 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 are due. Each European 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 payable by a Loan Party and to the Administrative Agent and or the Guaranteed Parties acknowledge Collateral Agent (as applicable) under this Section 10.26 shall be decreased to the extent that the obligations 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 amount 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 this Section 9.21 the Loan Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, but without duplication of, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal to Administrative Agent and the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not (as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(bapplicable) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent10.26.
Appears in 2 contracts
Sources: Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party (a) Each Obligor hereby irrevocably and unconditionally undertakes (and to the extent undertakes, as far as necessary undertakes in advance (bij voorbaat)) advance, to pay to the European Collateral Facility Agent amounts an amount equal to any amounts owing the aggregate of all its Principal Obligations to all the Finance Parties from time to time by a European Loan Party to any Guaranteed Party under any Loan Document as due in accordance with the terms and when those amounts are due. Each European Loan Party conditions of such Principal Obligations (such payment undertaking and the Administrative obligations and liabilities which are the result thereof, its Parallel Debt).
(b) Each of the Parties hereby acknowledges that:
(i) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor to the Facility Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party Principal Obligations which such Obligor has to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:Finance Party; and
(aii) the Parallel Debt represents the Facility Agent’s own claim to receive payment of each Loan Party such Parallel 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 Principal Obligations of such Obligor to all the Finance Parties.
(i) The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 shall be decreased to the extent that its Corresponding Debt has been irrevocably such Obligor shall have paid any amounts to the Finance Parties or any of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (in the case other than by virtue of guarantee obligationsparagraph (ii) dischargedbelow); and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably an Obligor shall have paid or (in any amounts to the case of guarantee obligations) discharged; and
(c) the amount of Facility Agent under the Parallel Debt or the Facility Agent shall have otherwise received monies in payment of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each such Parallel Debt, the total amount due under the Principal Obligations shall be applied in accordance with Section 2.18(b)decreased.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 2 contracts
Sources: Credit Facility Agreement, Credit Facility Agreement (Shurgard Storage Centers Inc)
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security other provision of this Agreement to the European Collateral Agent, each European Loan Party Obligor hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Security Agent amounts expressly (including any successor Security Agent), as creditor in its own right and not as representative (vertegenwoordiger) of the other Finance Parties, sums equal to any amounts owing from time and in the currency of each amount payable by the Obligors to time by a European Loan Party to any Guaranteed Party each of the Finance Parties under any Loan Document 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, moratorium, discharge by operation of law or analogous event (the "Parallel Debt").
(b) 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 due. Each European Loan Party entitled to retain.
(c) Any amount due and payable by any Obligor to the Administrative Security Agent and under this Clause 27.2 shall be decreased to the Guaranteed Parties acknowledge extent that the obligations other Finance Parties have received (and are able to retain) payment in full of each Loan Party the corresponding amount under the other provisions of the Finance Documents and any amount due and payable by the Obligors to the other 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 this Section 9.21 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 Finance Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentClause 27.2.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Alliance Data Systems Corp), Senior Facilities Agreement (Alliance Data Systems Corp)
Parallel Debt. To grant (a) Without prejudice to the provisions of this Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security pursuant rights granted and to any Dutch Security Agreement be granted by the Loan Parties to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts (or any sub-agent thereof) for the benefit of the Secured Parties, an amount equal to any amounts owing and in the same currency as the Obligations from time to time due by a European such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, the limitations set out 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 (such payment undertaking and the obligations and liabilities which are the result thereof the “Collateral Agent Parallel Debt”) and (ii) any Guaranteed Party under any Loan Document 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 when those amounts are due. several creditor with each Secured Party.
(b) Each European Loan Party and the Administrative Collateral Agent (and the Guaranteed Parties 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 under this Section 9.21 are several and the Loan Documents which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Obligations under the Loan Documents which such Loan Party has to the Secured Parties or any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall obligations with respect to the amounts for which each Loan Party is liable under Section 9.21 (its “Sub-Agent Parallel Debt”; (ii) be limited or affected in any way by its Corresponding Debt provided that:
(a) 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 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 and any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Agreement and the 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 Loan Party contained in Section 10.22(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, 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 10.22, but notwithstanding any of the other provisions of this Section 10.22:
(i) the total amount due and payable as Collateral Agent Parallel Debt and Sub-Agent Parallel Debt under this Section 10.22 shall be each decreased to the extent that its Corresponding Debt has been irrevocably 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 Secured Parties or any of them to reduce the outstanding principal amount of the Obligations or the Collateral Agent (or any sub-agent thereof) or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the case of guarantee obligations) dischargedObligations; and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its a Loan 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 has been irrevocably paid or the Administrative Agent or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the case applicable Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of guarantee obligations) discharged; andthe Obligations.
(ce) In the amount 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 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 Loan Party shall at all times be equal case to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European successor Collateral Agent acts in its own name and on behalf of itself and not as or sub-agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trustas applicable.
(b) The Liens granted under the Dutch Security Agreements Pursuant to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
clause (cvii)(b) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this final paragraph of Section 9.21 shall impose any obligation on 10.01 of the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan DocumentCredit Agreement, the European Collateral Borrower and the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For hereby agree that, for the avoidance of doubt:
(a) , in applying the Parallel Debt 65% limitation on the pledge of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien 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 Dutch Security Agreement is enforced Subsidiary pledged shall include all voting stock in such Subsidiary pledged by the European Collateral Agentany Person.
Appears in 2 contracts
Sources: Credit Agreement (Gates Global Inc.), Credit Agreement (St. Augustine Real Estate Holding LLC)
Parallel Debt. To grant (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 pursuant interests in the Collateral granted and to any Dutch Security Agreement be granted by the Loan Parties to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to any amounts owing and in the same currency as the Obligations from time to time due by a European 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 Guaranteed Party under sub-agent thereof) for the benefit of any Loan Document as Secured Parties (such payment undertaking and when those amounts the obligations and liabilities which are due. the result thereof the “Parallel Debt”).
(b) Each European Loan Party and the Administrative Collateral Agent (and the Guaranteed Parties 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 this Section 9.21 are several and the Loan Documents which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations 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 Guaranteed Party under sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any Loan Document (its “Corresponding Debt”provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of Table of Contents general application) nor 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 amounts for which each amount of such payment from such Loan Party is and such Loan Party shall remain liable under 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 9.21 (its “Parallel Debt”) be limited or affected in 12.11, but notwithstanding any way by its Corresponding Debt provided thatof the other provisions of this Section 12.11:
(ai) the total amount due and payable as Parallel Debt of each Loan Party under this Section 12.11 shall be decreased to the extent that its Corresponding Debt has been irrevocably 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 the case payment of guarantee obligations) dischargedsuch Obligations; and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt has been irrevocably paid owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in the case of guarantee obligations) discharged; and
(c) the amount 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 each Loan Party shall at all times be equal to the amount of its Corresponding Debtapplicable Obligations.
(ae) For In the purpose event of this Section 9.21, a resignation of the European Collateral Agent acts in or any of its own name and on behalf sub-agents or the appointment of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European a new Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent sub-agent pursuant to this Section 9.21Agreement, and all amounts received the retiring or recovered by the European replaced Collateral Agent from or sub-agent shall (i) assign the Parallel Debt owed to it (but not by the enforcement way of novation) and (ii) transfer any Lien Collateral granted to secure each it securing such Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting each case to the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European successor Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentsub-agent, as applicable.
Appears in 1 contract
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement to the European Collateral Agentother provision of this Agreement, each European Loan Party Debtor hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Security Trustee, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time and in the currency of each amount payable by such Debtor to time by a European Loan Party to any Guaranteed Party each of the Secured Parties under any Loan Document 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, in insolvency proceedings affecting that Debtor, to preserve its entitlement to be paid that amount (with respect to German Security Interests, this undertaking shall be an abstract acknowledgement of a debt (abstraktes Schuldanerkenntnis)).
(b) 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 are due. Each European Loan Party 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 Administrative Agent and Debtors to the Guaranteed Parties acknowledge Security Trustee under this Clause 16 shall be decreased to the extent that the obligations other Secured Parties have received (and are able to retain) payment in full of each Loan Party the corresponding amount under the other provisions of the Debt Documents and any amount due and payable by the Debtors to the other Secured Parties under those provisions shall be decreased to the extent that the Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Section 9.21 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 Debt Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal Security Trustee to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentClause 16.
Appears in 1 contract
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement to the European Collateral Agentother provision of this Agreement, each European Loan Party Obligor hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Security Agent, as creditor in its own right and not as representative of the other Finance Parties, sums equal to any amounts owing from time and in the currency of each amount payable by such Obligor to time by a European Loan Party to any Guaranteed Party each of the Finance Parties under any Loan Document 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 discharge resulting from failure of another Finance Party to take appropriate steps, in insolvency proceedings affecting that Obligor, to preserve its entitlement to be paid that amount.
(b) The Security Agent shall have its own independent right to demand payment of the amounts payable by each Obligor under this Clause 27.17, irrespective of any discharge of such Obligor's obligation to pay those amounts are due. Each European Loan Party to the other Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Obligor, to preserve their entitlement to be paid those amounts.
(c) Any amount due and payable by an Obligor to the Administrative Security Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent Clause 27.17 (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or the other Finance Parties have received (and are able to retain) payment in full of the case corresponding amount under the other provisions of guarantee obligations) discharged; and
(b) the Corresponding Debt of each Loan Party Finance Documents and any amount due and payable by an Obligor to the other Finance Parties under those provisions shall be decreased to the extent that its Parallel Debt the Security Agent has been irrevocably paid or received (and is able to retain) payment in the case of guarantee obligations) discharged; and
(c) the amount full of the Parallel Debt of each Loan Party shall at all times be equal to the corresponding amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentClause 27.17.
Appears in 1 contract
Parallel Debt. To grant 8.1 Notwithstanding any other provision of this Agreement, the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party Issuer hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Subscriber, as creditor in its own right, sums equal to any amounts owing from time and (subject to time Clause 8.4 below) in the currency of each amount payable by a European Loan Party the Issuer to any Guaranteed Party Subscriber under any Loan Document the Security Documents, this Agreement and/or the Conditions as and when that amount falls due for payment under the relevant Security Documents, this Agreement and/or the Conditions or would have fallen due but for (i) any discharge resulting from a failure to take appropriate steps in insolvency proceedings affecting the Issuer to preserve its entitlement to be paid that amount (ii) any moratorium applicable upon the commencement of insolvency proceedings or (iii) modification of obligations of the Issuer to the Subscriber under the Security Documents, this Agreement and/or the Conditions resulting from an arrangement (if any) reached in insolvency proceedings affecting the Issuer.
8.2 The Subscriber shall have its own independent right to demand payment of the amounts payable by the Issuer under this Clause 8, irrespective of any discharge of the Issuer's obligation to pay those amounts are due. Each European Loan Party to the Subscriber resulting from a failure by them to take appropriate steps in insolvency proceedings affecting the Issuer to preserve their entitlement to be paid those amounts.
8.3 Any amount due and payable by the Administrative Agent and Issuer to the Guaranteed Parties acknowledge Subscriber under this Clause 8 shall be decreased to the extent that the obligations Subsriber has received (and is able to retain) payment in full of each Loan Party the corresponding amount under the other provisions of the Security Documents, Agreement and/or Conditions and any amount due and payable by the Issuer to the Subscriber under those provisions shall be decreased to the extent that the Subscriber has received (and is able to retain) payment in full of the corresponding amount under this Section 9.21 Clause 8.
8.4 Subject to Clause 8.3 above, the rights of the Subscriber to receive payment of amounts payable by the Issuer under the Security Documents, this Agreement and/or the Conditions are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Subscriber to receive payment under this Clause 8. The Issuer's obligation under this Clause 8 towards the Subscriber constitutes a single and separate obligation from any other debt of the Issuer under the Security Documents, this Agreement and/or the Conditions.
8.5 Notwithstanding that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable payable by the Issuer under Section 9.21 the Security Documents, this Agreement and/or the Conditions (its “the Principal Obligations) may be expressed in different currencies, the parallel obligation of the Issuer to the Subsriber under this Clause 8 (a Parallel Debt”Obligation) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to expressed in PLN. For the extent that its Corresponding Debt has been irrevocably paid or (in the case purposes of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) establishing the amount of the Parallel Debt of each Loan Party Obligation from time to time, the Principal Obligations expressed in other currencies shall be converted to PLN at all times be equal to the amount of its Corresponding Debtspot rate.
(a) For 8.6 This Clause 8 is the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) Clause for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has definition of that term in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.Registered Pledge Agreement
Appears in 1 contract
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement (a) Subject to the European Collateral Agentlimitations set forth in Section 2.07 of the Guarantee Agreement, each European Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)advance) to pay to the European Collateral Agent amounts equal to any amounts owing from time to time by a European such Loan Party (taking into account the limitations set forth in Section 2.07 of the Guarantee Agreement) to any Guaranteed Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are duedue 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 European Loan Party and the Administrative Collateral Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 8.16 are several and are several, separate and independent (eigen zelfstandige verplichtingenselbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of that each Loan Party to under this Agreement or any Guaranteed Party under any other Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(ai) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in the case of guarantee each case, contingent obligations) discharged; and);
(bii) 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 guarantee obligations) discharged; and;
(ciii) the amount of the Parallel Debt of each a Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(biv) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) , the Parallel Debt of each a Loan Party will become due and payable (opeisbaar) at the same time when its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 1 contract
Sources: Amendment Agreement (Momentive Performance Materials Inc.)
Parallel Debt. To grant (a) Each of the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party Debtors hereby irrevocably and unconditionally agrees and undertakes (with the Security Agent and to each Secured Party acknowledges that each of the extent necessary undertakes in advance (bij voorbaat)) to Debtors shall pay to the European Collateral Security Agent amounts as creditor in its own right and not as a representative of any other Secured Party sums equal to to, and in the currency of, any amounts sums owing from time to time by a European Loan Party it to any Guaranteed Secured Party (other than to the Security Agent solely by operation of this provision) under any Loan Document Primary Finance Documents (the “Principal Obligations”) as and when those amounts are due. the same fall due for payment under the relevant Primary Finance Document (together with the obligations described in paragraph (f) below, the “Parallel Debt Obligations”).
(b) Each European Loan of the Debtors and each Secured Party and (other than the Administrative Agent and the Guaranteed Parties acknowledge Security Agent) acknowledges that the obligations right of each Loan Party under this Section 9.21 are several and are the Security Agent to demand payment of the Parallel Debt Obligations shall be independent, separate and independent (eigen zelfstandige verplichtingen) several from, and shall not in any way limit or affect, the corresponding obligations rights of that Loan Party the other Secured Parties to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) demand payment of the Principal Obligations nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) Debt Obligations be limited or affected in any way by its Corresponding Debt the corresponding Principal Obligations provided that:
that (ai) the Parallel Debt payment by a Debtor of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or Obligations to the Security Agent in accordance with this Clause 18.2 shall also discharge (in the case of guarantee obligations) discharged; and
(c) the amount of the Parallel Debt relevant payment) the corresponding Principal Obligations and (ii) the payment by a Debtor of each Loan Party its Principal Obligations in accordance with the provisions of the Primary Finance Documents shall at all times be equal to also discharge (in the amount of its Corresponding Debt.
(athe relevant payment) For the purpose corresponding Parallel Debt Obligations provided further that no Principal Obligation shall be discharged by a discharge of this Section 9.21, the European Collateral Agent acts in its own name and on behalf Parallel Debt Obligations if such discharge of itself and not as agent, representative or trustee the Parallel Debt Obligations is effected by virtue of any Guaranteed Partyset-off, and its claims counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent other than in respect accordance with the terms of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel DebtPrimary Finance Documents.
(c) All monies received or recovered by Despite the European Collateral Agent pursuant to this Section 9.21foregoing, and all amounts received or recovered by any payment under the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, Primary Finance Documents shall be applied made to the relevant Creditor Representative unless expressly stated otherwise in accordance with Section 2.18(b)any Primary Finance Document or unless the relevant Creditor Representative directs such payment to be made to the Security Agent.
(d) Without limiting or affecting the European Collateral Agent ‘s Security Agent’s rights against the Loan Parties any Debtor (whether under this Section 9.21 Clause 18.2 or under any other provision of the Loan Primary Finance Documents), each Loan Party acknowledges that:):
(ai) 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 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 Section 9.21 Clause 18 shall impose any obligation on the European Collateral Security Agent to advance any sum to any Loan Party Debtor or otherwise under any Loan Primary Finance Document, except in its capacity as Guaranteed Party; and
a Secured Party (bif 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 Loan Primary Finance Document, the European Collateral Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the avoidance of doubt:terms thereof.
(ae) 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 each Loan Party 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 (opeisbaar) at as and when the same time its Corresponding Debt Principal Obligations to which it corresponds becomes due and payable; and. 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 Obligations without any notice being required.
(bg) a Loan Party may not repay The Security Agent undertakes to pay to the Secured Parties in accordance with the terms of this Agreement any amount collected or prepay its received by it in payment or partial payment of the Parallel Debt unless directed to do so by Obligations as if such amounts had been received in respect of the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentPrincipal Obligations.
Appears in 1 contract
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement other provision in any Loan Document to the European Collateral Agentcontrary, each European Loan Party irrevocably hereby undertakes, by way of an abstract acknowledgement of debt and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) as an independent payment obligation, to pay to the European Collateral Agent amounts equal to Administrative Agent, as a creditor in its own right and not as a representative of other Secured Parties, all and any amounts owing which are owed by such Loan Party under or in connection with the Loan Documents to the Secured Parties from time to time (“Parallel Debt”, abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the relevant Loan Document.
(b) The Administrative Agent shall have an independent right to demand payment of the Parallel Debt.
(c) Any amount due and payable by a European Loan Party to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 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 amount 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 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal Administrative Agent to the amount of its Corresponding Debtreceive payment under this Section 11.24.
(ae) For Notwithstanding the purpose of this Section 9.21foregoing, any payment under the European Collateral Agent acts Loan Documents shall be made to the relevant Secured Party as set out in its own name and on behalf of itself and not as agentthe respective Loan Document, representative unless expressly stated otherwise in that Loan Document or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not unless the relevant Secured Party directs such payment to be held on trustmade to the Administrative Agent.
(bf) The Liens granted under the Dutch Security Agreements to the European Collateral Administrative Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s entitled to transfer its rights against the Loan Parties (whether and obligations under this Section 9.21 or under 11.24 to any other provision successor Administrative Agent. The Loan Parties and the Secured Parties hereby agree to such transfer. Further, the consent of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent Secured Party shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed necessary to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentsuch transfer.
Appears in 1 contract
Sources: Credit Agreement (Meet Group, Inc.)
Parallel Debt. To grant (a) Notwithstanding any other provision of this Agreement and solely for the security pursuant to any Dutch Security Agreement to purpose of ensuring and preserving the European validity and continuity of certain of the Collateral AgentDocuments and subject, as provided below, each European of the Loan Party Parties hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Administrative Agent or the Collateral Agent amounts (aas applicable), as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to each and any Guaranteed Party of the Secured Parties under any of the Loan Document Documents 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, in insolvency proceedings affecting that Guarantor, to preserve its entitlement to be paid that amount (the “Parallel Debt”).
(b) 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 are due. Each European 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 payable by a Loan Party and to the Administrative Agent and or the Guaranteed Parties acknowledge Collateral Agent (as applicable) under this Section 10.26 shall be decreased to the extent that the obligations 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 amount 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 this Section 9.21 the Loan Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, but without duplication of, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal to Administrative Agent and the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not (as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(bapplicable) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 10.26. [Signature Pages FollowSignatures Intentionally Omitted.] Warrant No. [●] Original Issue Date: March 11, 2025 iRobot Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or under any other provision its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [●] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Loan DocumentsCompany (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), each Loan Party acknowledges that:
upon surrender of this Warrant to Purchase Common Stock (a) nothing including any Warrants to Purchase Common Stock issued in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party exchange, transfer or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Documentreplacement hereof, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar“Warrant”) at any time and from time to time on or after the same time its Corresponding Debt becomes due date hereof (the “Original Issue Date”) and payable; and
on or prior to 5:00 p.m. (bNew York City time) a Loan Party may on March 11, 2035 (the “Termination Date”) but not repay or prepay its Parallel Debt unless directed thereafter, subject to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentfollowing terms and conditions.
Appears in 1 contract
Sources: Credit Agreement (Irobot Corp)
Parallel Debt. To grant (a) Notwithstanding any other provision of this Agreement and solely for the security pursuant to any Dutch Security Agreement to purpose of ensuring and preserving the European validity and continuity of certain of the Collateral AgentDocuments and subject, as provided below, each European of the Loan Party Parties hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Administrative Agent or the Collateral Agent amounts (aas applicable), as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to each and any Guaranteed Party of the Secured Parties under any of the Loan Document Documents 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, in insolvency proceedings affecting that Guarantor, to preserve its entitlement to be paid that amount (the “Parallel Debt”).
(b) 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 are due. Each European 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 payable by a Loan Party and to the Administrative Agent and or the Guaranteed Parties acknowledge Collateral Agent (as applicable) under this Section 10.26 shall be decreased to the extent that the obligations 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 amount 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 this Section 9.21 the Loan Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, but without duplication of, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal to Administrative Agent and the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not (as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(bapplicable) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 10.26. [Signatures Intentionally Omitted.] Warrant No. [•] Original Issue Date: June 5, 2025 iRobot Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or under any other provision its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Loan DocumentsCompany (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), each Loan Party acknowledges that:
upon surrender of this Warrant to Purchase Common Stock (a) nothing including any Warrants to Purchase Common Stock issued in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party exchange, transfer or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Documentreplacement hereof, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar“Warrant”) at any time and from time to time on or after the same time its Corresponding Debt becomes due date hereof (the “Original Issue Date”) and payable; and
on or prior to 5:00 p.m. (bNew York City time) a Loan Party may on June 5, 2035 (the “Termination Date”) but not repay or prepay its Parallel Debt unless directed thereafter, subject to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentfollowing terms and conditions.
Appears in 1 contract
Sources: Credit Agreement (Irobot Corp)
Parallel Debt. To grant (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security pursuant rights granted and to any Dutch Security Agreement be granted by the Issuer to the European Collateral Security Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts an amount equal to any amounts owing and in the same currency of the obligations under the Notes from time to time due by the Issuer in accordance with the terms and conditions of the Notes, shall be owing as a European Loan Party separate and independent obligation of the Issuer to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party the Security Agent (such payment undertaking and the Administrative Agent obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) The Issuer and the Guaranteed Parties Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party the Issuer to the Security Agent under this Section 9.21 are several Indenture and the Security Documents which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of under the Notes which the Issuer has to the Holders and (ii) that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt represents the Security Agent’s own claims to receive payment of each Loan Party 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 Notes; provided, further, that the Security Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents.
(c) Every payment of monies made by the Issuer to the Security Agent 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 contained in Section 11.05(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 Security Agent shall be entitled to receive the amount of such payment from the Issuer and 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 11.05, but notwithstanding any of the other provisions of this paragraph (d):
(i) the total amount due and payable as Parallel Debt under this Section 11.05 shall be decreased to the extent that its Corresponding Debt has been irrevocably the Issuer shall have paid any amounts to the Security Agent or (to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Security Agent or the Trustee on behalf of the Holders otherwise receives any amount in payment of the case of guarantee obligations) dischargedNotes; and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its the Issuer shall have paid any amounts to the Trustee or to the Security Agent under the Parallel Debt has been irrevocably paid or (the Trustee or the Security Agent shall have otherwise received monies in the case of guarantee obligations) discharged; and
(c) the amount payment of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become total amount due and payable (opeisbaar) at under the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by Notes shall be decreased as if said amounts were received directly in payment of the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentNotes.
Appears in 1 contract
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to the extent necessary undertakes in advance (bij voorbaat)as its “Parallel Debt”) to pay to the European Collateral Administrative Agent amounts an amount equal to any amounts owing from time to time and in the currency of the aggregate amount payable by a European Loan Party it to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Secured Party under any Loan Document (its the “Corresponding DebtPrincipal Obligations”) nor shall in accordance with the amounts for which 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 liable 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 Section 9.21 (the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its “capacity as sole creditor of the Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
. Each of the Loan Parties agrees that (ai) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Corresponding Debt has Principal Obligations have been irrevocably paid or (in the case of guarantee obligations) obligations discharged; and
, (bii) the Corresponding Debt Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) obligations discharged; and
, and (ciii) the amount of payable under the Parallel Debt of each Loan Party shall at all times be equal to no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of its Corresponding Debt.
a Parallel Debt (aincluding, 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 9.219.9, the European Collateral Administrative Agent acts in its own name and on behalf of for itself and not as agent, trustee or representative or trustee of any Guaranteed other Secured Party, and . For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its claims in respect of each rights under the Parallel Debt shall not be held on trust.
(b) The Liens granted until all rights and obligations under the Dutch Security Agreements Parallel Debt have been assigned and assumed to the European Collateral successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to secure each 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 other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered obligations by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed agrees to do so by the European Collateral Agent or the Lien provide security pursuant to a Dutch Netherlands Security Agreement is enforced by the European Collateral AgentDocument.
Appears in 1 contract
Sources: Superpriority Secured Debtor in Possession Credit Agreement (Bristow Group Inc)
Parallel Debt. To grant (a) Without prejudice to the provisions of the Credit Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security pursuant interests in the Collateral granted and to any Dutch Security Agreement be granted by the Loan Parties to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and Agent for the benefit of any Secured Parties and/or to the extent necessary undertakes in advance Secured Parties (bij voorbaator any of them)) to pay to the European Collateral Agent amounts , an amount equal to any amounts owing and in the same currency as the Obligations from time to time due by a European 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 any Guaranteed Party under any Loan Document the Collateral Agent as creditor in its own right and when those amounts not as representative of the other Secured Parties (such payment undertaking and the obligations and liabilities which are due. the result thereof the “Parallel Debt”).
(b) Each European Loan Party and the Administrative Collateral Agent and the Guaranteed Parties 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 not as a representative under this Section 9.21 are several and the Secured Documents which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Obligations under the Secured Documents, which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s 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 Secured Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with the Credit Agreement and any other Secured Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any Guaranteed Party under any Loan Document (its “Corresponding Debt”provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) nor shall be in satisfaction pro tanto of the amounts for which each covenant by such Loan Party contained in paragraph (a) of this Section 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 shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable under 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 9.21 (its “Parallel Debt”) be limited or affected in 1.01, but notwithstanding any way by its Corresponding Debt provided thatof the other provisions of this Section 1.01:
(ai) the total amount due and payable as Parallel Debt of each Loan Party under this Section 1.01 shall be decreased to the extent that its Corresponding Debt has been irrevocably a Loan Party shall have paid any amounts to the Collateral 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 on behalf of the applicable Secured Parties otherwise receives any amount in the case payment of guarantee obligations) dischargedsuch Obligations; and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its a Loan Parties shall have paid any amounts to the Collateral Agent under the Parallel Debt has been irrevocably paid owed to it or (the Collateral Agent shall have otherwise received monies in the case of guarantee obligations) discharged; and
(c) the amount payment of the Parallel Debt owed to it, the total amount due and payable under the Secured Documents shall be decreased as if said amounts were received directly in payment of each Loan Party shall at all times be equal to the amount of its Corresponding Debtapplicable Obligations.
(ae) For In the purpose event of this Section 9.21, a resignation of the European Collateral Agent acts in its own name and on behalf or the appointment of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European a new Collateral Agent pursuant to this Section 9.21the Credit Agreement, and all amounts received the retiring or recovered by the European replaced Collateral Agent from or shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by the enforcement way of novation) and (ii) transfer any Lien Collateral granted to secure each 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 applied agreed between the Borrower Representative and the Administrative Agent.
2. 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 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 Section 2.18(b)the Security Documents.
3. Within 30 days after the Closing Date (d) Without limiting or affecting such longer period as the European Collateral Administrative Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documentsmay 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 Loan Party acknowledges that: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 (a) nothing in this Section 9.21 shall impose any obligation on or such longer period as the European Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except may agree in its capacity reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent a fully executed global intercompany note in a form as Guaranteed Partymay 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 (bDeutschland) 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-Works Associates L.P. Bank of America, N.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 the purpose Syn Loans – LIQ Ref: Camelot Finance S.A. Alternative Currency Payment Instructions: EUR Beneficiary Bank: Bank of any vote taken under any Loan DocumentAmerica 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, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed PartyN.A. Mail Code: TX2-974-03-26 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. For the avoidance ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Trade Letters of doubt:
Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (a▇▇▇) the Parallel Debt ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Standby Letters of each Loan Party will become due and payable Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (opeisbaar▇▇▇) at the same time its Corresponding Debt becomes due and payable; and
▇▇▇-▇▇▇▇ Facsimile: (b▇▇▇) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ EXHIBIT A-1
Appears in 1 contract
Parallel Debt. To grant (a) Notwithstanding any other provision of this Agreement, the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party Company irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Common Security Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to any amounts owing from time and in the currency of each amount payable by the Company to time by a European Loan Party to any Guaranteed Party each of the Secured Creditors (whether present or future and whether actual or contingent) under any Loan Document the other provisions of the Secured Documents as and when the amount falls due for payment under those amounts are dueprovisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to take appropriate steps, in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. Each European Loan Party For the avoidance of doubt, interest, fees and any other charges accruing on the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and Secured Obligations shall not be included in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trustwithout double-counting).
(b) The Liens granted under obligation to pay Parallel Debt constitutes undertakings, obligations and liabilities of the Dutch Security Agreements Company to the European Collateral Common Security Agent separate and independent from the obligations (whether present or future and whether actual or contingent) of the Company to secure each the Secured Creditors or any of them. The Parallel Debt is granted represents the Common Security Agent’s own separate and independent claim to receive payment of the European Collateral Agent in its capacity as sole creditor of each Parallel DebtDebt from the Company.
(c) All monies received or recovered For the avoidance of doubt, the aggregate amount due by the European Collateral Agent pursuant Company under the Parallel Debt will be immediately and automatically decreased to this Section 9.21the extent the Company has paid any amounts to the Secured Creditors under the other provisions of the Secured Documents, and all amounts received except to the extent such payment shall have been subsequently avoided or recovered reduced by the European Collateral Agent from virtue of provisions or by the enforcement enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b)general application.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) , 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 Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application.
(e) To the extent the Common Security Agent receives any amount in payment of the Parallel Debt, the Common Security Agent shall make such amount available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Secured Creditors in accordance with the terms of the Secured Documents.
(f) The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus).
(g) Without limiting and in addition to the above, the Common Security Agent shall have the rights of the joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by the Company to each Loan Party will become due and payable of the Secured Creditors under the Secured Documents.
(opeisbaarh) Each Secured Creditor must, at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its request of the Common Security Agent, perform any act required in connection with the enforcement of any claim under the obligation to pay Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentDebt.
Appears in 1 contract
Sources: Intercreditor Agreement
Parallel Debt. To grant (covenant to pay the security pursuant to Security Agent)
27.2.1 Notwithstanding any Dutch Security Agreement to other provision of this Agreement, the European Collateral Agent, each European Loan Party Borrower hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Security Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time and in the currency of each amount payable by the Borrower to time by a European Loan Party to any Guaranteed Party each of the Secured Parties under any Loan Document 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 discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting the Borrower, to preserve its entitlement to be paid that amount.
27.2.2 The Security Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Clause 27.2 irrespective of any discharge of the Borrower’s obligation to pay those amounts are due. Each European Loan Party to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Borrower, to preserve their entitlement to be paid those amounts.
27.2.3 Any amount due and payable by the Administrative Borrower to the Security Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party Clause 27.2 shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or the other Secured Parties have received (and are able to retain) payment in full of the case corresponding amount under the other provisions of guarantee obligations) discharged; and
(b) the Corresponding Debt of each Loan Party Finance Documents and any amount due and payable by the Borrower to the other Secured Parties under those provisions shall be decreased to the extent that its Parallel Debt the Security Agent has been irrevocably paid or received (and is able to retain) payment in the case of guarantee obligations) discharged; and
(c) the amount full of the Parallel Debt of each Loan Party shall at all times be equal to the corresponding amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed PartyClause 27.2. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Facility Agreement is enforced by the European Collateral Agent._Powerfleet_ 94
Appears in 1 contract
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement to the European Collateral Agentother provision of any Loan Document, each European Loan Party Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes (to pay to the Administrative Agen tor the Mexican Collateral Agent, as applicable, as creditor in its own right and not as representative of the other Secured Parties, sums equal to the aggregate amount payable by such Loan Party in respect of its Corresponding Obligations as and to the extent necessary undertakes its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of another Secured Party to take appropriate steps, in advance (bij voorbaat)) insolvency proceedings affecting that Loan Party, to pay preserve its entitlement to the European Collateral Agent amounts equal to any amounts owing from time to time by a European be paid that amount. The payment undertaking of each Loan Party under this Section 10.23(a) is to any Guaranteed Party under any Loan Document be referred to as its “Parallel Debt”.
(b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when those amounts are dueand 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 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required.
(c) Each European Loan Party and Party, the Administrative Agent and the Guaranteed Parties Mexican Collateral Agent acknowledge that the obligations of each Loan Party under this Section 9.21 paragraph (a) are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) Obligations nor shall the amounts for which each Loan Party is liable under Section 9.21 paragraph (its “Parallel Debt”a) be limited or affected in any way by its Corresponding Debt Obligations provided that:
: (ax) neither the Administrative Agent nor the Mexican Collateral Agent shall demand payment with regard to the Parallel Debt of each Loan Party shall be decreased to the extent that its such Loan Party’s Corresponding Debt has Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged; and
discharged and (by) neither the Administrative Agent nor the Mexican Collateral Agent shall demand payment with regard to the Corresponding Debt Obligations of each Loan Party shall be decreased to the extent that its such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(c) . The amount which may become payable by the amount of Loan Parties as the Parallel Debt shall never exceed the total of each Loan Party shall at all times be equal to the amount of its amounts which are payable under or in connection with the Corresponding DebtObligations.
(ad) For Each of the purpose of this Section 9.21, Administrative Agent and the European Mexican Collateral Agent acts in its own name and on behalf of itself and not as agenttrustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, representative or trustee irrespective of any Guaranteed 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 that Loan Party, and its claims in respect of each Parallel Debt shall not to preserve their entitlement to be held on trustpaid those amounts.
(be) The Liens granted Any amount due and payable by a Loan Party to the Administrative Agent or the Mexican Collateral Agent, as applicable, under this Section 10.23 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 Dutch Security Agreements other provisions of the Loan Documents and any amount due and payable by a Loan Party to the European Collateral Agent to secure each Parallel Debt is granted other Secured Parties under those provisions shall be decreased to the European extent that the Administrative Agent or the Mexican Collateral Agent Agent, as applicable, has received (and is able to retain) payment in its capacity as sole creditor full of each Parallel Debtthe corresponding amount under this Section 10.23.
(cf) All monies received The rights of the Secured Parties (other than the Administrative Agent or recovered the Mexican Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the European Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent or the Mexican Collateral Agent pursuant Agent, as applicable, to receive payment under this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b)10.23.
(dg) Without limiting or affecting the European Administrative Agent’s or the Mexican Collateral Agent ‘s Agent’s, as applicable, rights against the Loan Parties (whether under this Section 9.21 10.23 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
: (ax) nothing in this Section 9.21 10.23 shall impose any obligation on the European Administrative Agent or the Mexican Collateral Agent Agent, as applicable, to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
lender thereunder, as applicable, and (by) for the purpose of any vote taken under any Loan Document, neither the European Administrative Agent nor the Mexican Collateral Agent Agent, as applicable, shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentlender, as applicable.
Appears in 1 contract
Parallel Debt. To grant
(a) Notwithstanding any other provision of this Agreement, the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party Company irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Common Security Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to any amounts owing from time and in the currency of each amount payable by the Company to time by a European Loan Party to any Guaranteed Party each of the Secured Creditors (whether present or future and whether actual or contingent) under any Loan Document the other provisions of the Secured Documents as and when the amount falls due for payment under those amounts are dueprovisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to take appropriate steps, in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. Each European Loan Party For the avoidance of doubt, interest, fees and any other charges accruing on the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and Secured Obligations shall not be included in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trustwithout double-counting).
(b) The Liens granted under obligation to pay Parallel Debt constitutes undertakings, obligations and liabilities of the Dutch Security Agreements Company to the European Collateral Common Security Agent separate and independent from the obligations (whether present or future and whether actual or contingent) of the Company to secure each the Secured Creditors or any of them. The Parallel Debt is granted represents the Common Security Agent’s own separate and independent claim to receive payment of the European Collateral Agent in its capacity as sole creditor of each Parallel DebtDebt from the Company.
(c) All monies received or recovered For the avoidance of doubt, the aggregate amount due by the European Collateral Agent pursuant Company under the Parallel Debt will be immediately and automatically decreased to this Section 9.21the extent the Company has paid any amounts to the Secured Creditors under the other provisions of the Secured Documents, and all amounts received except to the extent such payment shall have been subsequently avoided or recovered reduced by the European Collateral Agent from virtue of provisions or by the enforcement enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b)general application.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) , 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 Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application.
(e) To the extent the Common Security Agent receives any amount in payment of the Parallel Debt, the Common Security Agent shall make such amount available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Secured Creditors in accordance with the terms of the Secured Documents.
(f) The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus).
(g) Without limiting and in addition to the above, the Common Security Agent shall have the rights of the joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by the Company to each Loan Party will become due and payable of the Secured Creditors under the Secured Documents.
(opeisbaarh) Each Secured Creditor must, at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its request of the Common Security Agent, perform any act required in connection with the enforcement of any claim under the obligation to pay Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentDebt.
Appears in 1 contract
Sources: Intercreditor Agreement
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts equal to any amounts owing from time to time by a European Loan Party to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s Agent’s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent. SECTION 9.22 [Reserved].
Appears in 1 contract
Sources: Credit Agreement (Office Depot Inc)
Parallel Debt. To grant (a) Each Secured Party appoints the security pursuant Collateral Agent to any Dutch Security act as its agent under and in connection with this Agreement and the other Finance Documents.
(b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the European Collateral AgentAgent under or in connection with this Agreement and the other Finance Documents, together with any other incidental rights, powers, authorities and discretions.
(c) Notwithstanding any other provision of this Agreement, each European Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to any Guaranteed Party under any Loan Document Secured Parties pursuant to the Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when those that amount falls due for payment under the relevant Finance Document.
(d) The Collateral Agent shall have its own independent right to demand payment of the amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of payable by each Loan Party under this Section 9.21 10.12.
(e) Any amount due and payable by a Loan Party to the Collateral Agent under this Section 10.12 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 Finance Documents and any amount due and 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 is 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 pursuant to the Obligations) are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of that Loan Party the Collateral Agent to any Guaranteed Party receive payment under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under this Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:10.12. |US-DOCS\126402975.16140630557.8||
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(ag) For the purpose purposes of this Section 9.2110.12, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.“
Appears in 1 contract
Sources: Credit Agreement (APi Group Corp)
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement to the European Collateral Agentother provision of this Agreement, each European Loan Party 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 extent necessary undertakes in advance (bij voorbaat)“Parallel Debt” of such Principal Party) to pay to the European Collateral Administrative Agent amounts (in its personal capacity and not in its capacity as agent) an amount equal to any amounts owing from time the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to time by a European Loan Party to any Guaranteed each and every Secured Party under the Loan Documents and, to the extent included in the Obligations, under any Loan Document Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (collectively, the “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 those amounts are due. Each European Loan any Principal Obligation of such Principal Party becomes due and the payable.
(b) The Administrative Agent and the Guaranteed Parties each Principal Party agree and acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(ai) the Parallel Debt of each Loan Principal Party shall be decreased constitutes an undertaking, obligation and liability of such Principal Party to the extent that its Corresponding Debt has been irrevocably paid or 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 case Administrative Agent’s own claim as a creditor in its own right to receive payment of guarantee obligations) discharged; and
(b) the Corresponding Debt of each Loan Party shall be decreased to the extent that its such Parallel Debt has been irrevocably paid or from such Principal Party (in and for the case avoidance of guarantee obligations) discharged; and
(c) the amount doubt, for purposes of Netherlands law, the Parallel Debt of each Loan Principal Party shall at all times be equal to constitutes independent claims (zelfstandige vorderingen) of the amount of its Corresponding Debt.Administrative Agent vis-à-vis each Principal Party); and
(aii) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted security interest created under the Dutch Security Agreements to the European Collateral Agent Loan Documents to secure each the Parallel Debt is granted to the European Collateral Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Parallel DebtPrincipal 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) All monies 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 European Collateral Administrative Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement in respect of any Lien granted to secure each Parallel Debt, Debt (including as a result of any enforcement proceedings) shall be applied in accordance with Section 2.18(b)the terms of this Agreement and the other Security Documents.
(de) Without limiting or affecting The Administrative Agent accepts the European Collateral Agent ‘s provisions of this clause 8.16 (Parallel Debt) on behalf of the Secured Parties.
(f) The rights against of the Loan Secured Parties (whether 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 rights of the Administrative Agent to receive payment under this Section 9.21 or 8.16 and each Principal Party’s obligations under this Section 8.16 toward the Administrative Agent constitutes a single and separate obligation from any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any debt or obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Principal Party will become due and payable (opeisbaar) at under the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentPrincipal Obligations.
Appears in 1 contract
Parallel Debt. To grant (a) Without prejudice to the provisions of this Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security pursuant rights granted and to any Dutch Security Agreement be granted by the Loan Parties to the European Collateral AgentAdministrative Agent for the benefit of the Secured Parties, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts an amount equal to any amounts owing 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, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as a European separate and independent obligation of such Loan Party to any Guaranteed Party under any Loan Document as the Administrative Agent (such payment undertaking and when those amounts the obligations and liabilities which are due. the result thereof the “Parallel Debt”).
(b) Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Administrative Agent under this Section 9.21 are several and the Loan Documents which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Administrative Agent’s 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 Administrative Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement).
(c) Every payment of monies made by a Loan Party to the Administrative Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any Guaranteed Party under any Loan Document (its “Corresponding Debt”provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) nor shall be in satisfaction pro tanto of the amounts for which each covenant by such Loan Party contained in Section 10.22(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, the Administrative Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable under 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 9.21 (its “Parallel Debt”) be limited or affected in 10.22, but notwithstanding any way by its Corresponding Debt provided thatof the other provisions of this Section 10.22:
(ai) the total amount due and payable as Parallel Debt of each Loan Party under this Section 10.22 shall be decreased to the extent that its Corresponding Debt has been irrevocably a Loan Party shall have paid any amounts to the Administrative Agent or (to the Administrative Agent on behalf of the Secured Parties or any of them to reduce the outstanding principal amount of the Obligations or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the case of guarantee obligations) dischargedObligations; and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its a Loan Party shall have paid any amounts to the Administrative Agent under the Parallel Debt has been irrevocably paid or (the Administrative Agent shall have otherwise received monies in the case of guarantee obligations) discharged; and
(c) the amount payment of the Parallel Debt Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of each Loan Party shall at all times be equal to the amount of its Corresponding DebtObligations.
(ae) For In the purpose event of this Section 9.21, a resignation of the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Administrative Agent pursuant to Section 9.06 of this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan DocumentAgreement, the European Collateral retiring Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) assign the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at owed to it to the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral successor Administrative Agent.
Appears in 1 contract
Parallel Debt. To grant Notwithstanding any other provision of the security pursuant to any Dutch Security Agreement to the European Collateral AgentFinance Documents, each European Loan Party Borrower hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Security Trustee, as creditor in its own right and not as representative of the other Creditor Parties, sums equal to and in the currency of each amount payable by any amounts owing from time to time by a European Loan Borrower and any Security Party to any Guaranteed Creditor Party under any Loan Finance Document as and when those amounts are due. Each European Loan Party and that amount falls due for payment under the Administrative Agent and the Guaranteed Parties acknowledge that the obligations relevant Finance Document or would have fallen due but for any discharge resulting from failure of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan another Creditor Party to any Guaranteed Party under any Loan Document take appropriate steps, in insolvency proceedings affecting that Borrower, to preserve its entitlement to be paid that amount (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) ). The Security Trustee shall have its own independent right to demand payment of the amounts payable by each Borrower under this Clause 29.6, irrespective of any discharge of any Borrower and/or any Security Party’s obligation to pay those amounts to the other Creditor Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Borrower and/or any Security Party, to preserve their entitlement to be limited or affected in any way paid those amounts. Any amount due and payable by its Corresponding Debt provided that:
(a) a Borrower to the Parallel Debt of each Loan Party Security Trustee under this Clause 29.6 shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or the other Creditor Parties have received (and are able to retain) payment in full of the case corresponding amount under the other provisions of guarantee obligations) discharged; and
(b) the Corresponding Debt of each Loan Finance Documents and any amount due and payable by a Borrower and/or a Security Party to the other Creditor Parties under those provisions shall be decreased to the extent that its Parallel Debt the Security Trustee has been irrevocably paid or received (and is able to retain) payment in full of the case of guarantee obligations) discharged; and
(c) corresponding amount under this Clause 29.6. The Borrowers and the amount Creditor Parties acknowledge that, in respect of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent Security Trustee acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose Creditor Parties or any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.them
Appears in 1 contract
Sources: Supplemental Agreement (Navios Maritime Containers Inc.)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement (a) Subject to the European Collateral Agentlimitations set out in each guarantee and notwithstanding any other provision of this Agreement, each European Loan Party Obligor hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Interim Finance Parties, sums equal to any amounts owing from time and in the currency of each amount payable by that Obligor to time by a European Loan Party to any Guaranteed Party each of the other Interim Finance Parties under any Loan Document each of the Interim Finance Documents as and when that amount falls due for payment under the relevant Interim Finance Document.
(b) The Interim Security Agent shall hold the claims against the Obligors under the parallel debt structure in this Clause 14.9 in accordance with Clause 15.11 (Role of the Interim Security Agent). The Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 14.9 among the Interim Finance Parties in accordance with the provisions of this Agreement.
(c) The Interim Security Agent shall have its own independent right to demand payment of the amounts payable by an Obligor under this Clause 14.9, irrespective of any discharge of that Obligor's obligation to pay those amounts are due. Each European Loan Party and to the Administrative Agent and the Guaranteed other Interim Finance Parties acknowledge resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent Obligor, to preserve their entitlement to be paid those amounts, provided that:
(eigen zelfstandige verplichtingeni) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party Obligor is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided thatparallel debt:
(aA) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt corresponding debt towards an Interim Finance Party has been irrevocably paid or (or, in the case of guarantee obligations) , discharged); andor
(bB) shall be increased to the extent that the corresponding debt towards an Interim Finance Party has been increased;
(ii) the Corresponding Debt corresponding debt of each Loan Party Obligor shall be decreased to the extent that its Parallel Debt parallel debt has been irrevocably paid or (or, in the case of guarantee obligations) , discharged); and
(ciii) the amount parallel debt of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt an Obligor shall not be held on trust.
(b) The Liens granted under exceed its corresponding debt towards the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b)Interim Finance Parties.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become Any amount due and payable (opeisbaar) at by an Obligor to the same time its Corresponding Debt becomes Interim Security Agent under this Clause 14.9 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 Finance Documents and any amount due and payable; and
payable by an Obligor 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 14.9. The rights of the Interim Finance Parties (bother than the Interim Security Agent) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so receive payment of amounts payable by each Obligor under the European Collateral Interim Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Interim Security Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentreceive payment under this Clause 14.9.
Appears in 1 contract
Sources: Commitment Letter
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement to the European Collateral Agentother provision of this Agreement, each European Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to any Guaranteed Party the Secured Parties under any each of the Loan Document Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements and the Secured Hedge Agreements as and when that amount falls due for payment under the Loan Documents, the Existing Bilateral Letters of Credit, the 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 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 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 are due. Each European to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Loan Party Parties (or, if applicable, other Restricted Subsidiaries), to preserve their entitlement to be 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 Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party 10.24 shall be decreased to the extent that its Corresponding Debt has been irrevocably paid 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, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements or (in the case of guarantee obligations) discharged; and
(b) Secured Hedge Agreements, as applicable, and any amount due and payable by the Corresponding Debt of each Loan Party Parties to the other Secured Parties under those provisions shall be decreased to the extent that its Parallel Debt the Administrative Agent has been irrevocably paid or received (and is able to retain) payment in the case of guarantee obligations) discharged; and
(c) the amount full of the Parallel Debt of each Loan Party shall at all times be equal to the corresponding amount of its Corresponding Debt.
(a) For the purpose of under this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b)10.24.
(d) Without limiting or affecting Any amount received by the European Collateral Agent ‘s rights against the Loan Parties (whether under Administrative Agent, as creditor, pursuant to this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing 10.24 shall be applied as set forth in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent8.03.
Appears in 1 contract
Sources: Credit Agreement (Sylvamo Corp)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan (a) Each Credit Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) undertake to pay to the European Collateral Administrative Agent amounts equal to any amounts owing from time to time by a European Loan such Credit Party to any Guaranteed Party each Lender under any Loan Document the Credit Documents as and when those amounts are due. Each European Loan Party the same fall due for payment thereunder, so that the Administrative Agent shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the Lenders.
(b) The Credit Parties and the Administrative Agent and the Guaranteed Parties acknowledge that the for this purpose such obligations of each Loan Party under this Section 9.21 the Credit Parties are several and are separate and independent (eigen zelfstandige verplichtingen) from, and without prejudice to, the identical obligations which the Credit Parties have to each Lender under the relevant Credit Documents, provided that this shall not not, at the time, result in any way limit or affectCredit Party incurring an aggregate obligation to the Lenders and Administrative Agent which is greater than the obligation to the Lenders under the Credit Documents.
(c) Without prejudice to the foregoing, it is agreed by the corresponding obligations of parties that Loan Party to (i) the amounts due and payable by any Guaranteed Credit Party under any Loan Document this subsection 10.12 (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “"Parallel Debt”") be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt such Credit Party has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) the Corresponding Debt of each Loan Party shall be decreased any amounts to the extent that its Parallel Debt has been irrevocably paid Administrative Agent or any Lender in respect of liabilities hereunder and vice versa and (in the case of guarantee obligationsii) discharged; and
(c) the amount of the Parallel Debt shall not exceed the aggregate of each Loan the corresponding obligations which any Credit Party shall at all times be equal has to the amount of its Corresponding DebtAdministrative Agent and the Lenders under the Credit Documents.
(ad) Nothing in this subsection 10.12 shall in any way negate, affect or increase the obligations of any Credit Party to the Administrative Agent and the Lenders under the Credit Documents in respect of the liabilities under this Agreement. For the purpose of this Section 9.21subsection 10.12, the European Collateral Administrative Agent acts in its own name and on behalf of itself and not as agent, agent or representative or trustee of any Guaranteed Party, other party hereto and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens any security granted under the Dutch Security Agreements to the European Collateral Administrative Agent to secure each the Parallel Debt is granted to the European Collateral Administrative Agent in its capacity as sole creditor of each the Parallel DebtDebt as well as any other capacity under the Credit Documents.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(de) Without limiting or affecting the European Collateral Agent ‘s Administrative Agent's rights against the Loan Credit Parties (whether under this Section 9.21 subsection 10.12 or under any other provision of the Loan Credit Documents), the Administrative Agent agrees with each Loan Party acknowledges Lender (on a several and divided basis) that:
(a) nothing , subject as set out in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Documentnext sentence, it will not exercise its rights as parallel creditor except in its capacity as Guaranteed Party; and
(b) with the consent of each Lender. However, for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
, nothing in the previous sentence shall in any way limit the Administrative Agent's right to act in the protection or preservation of rights under, or to enforce any, Credit Document (a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by any act reasonably incidental to any of the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentforegoing).
Appears in 1 contract
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan (a) Each Credit Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to Collateral Agent, as creditor in its own right and not as representative of the European Collateral Agent amounts other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European Loan such Credit Party to any Guaranteed Party each of the Secured Parties under each of the Credit Documents (in each case excluding, for the avoidance of doubt and in order to avoid double-counting, the obligations under any Loan Document parallel debt provision set out in any Credit Document) as and when those amounts are due. Each European Loan 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 and the Administrative Agent and the Guaranteed Parties acknowledge to take appropriate steps, in insolvency proceedings affecting such Credit Party or any Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Credit Parties described in this paragraph being referred to as the “Parallel Debt”).
(b) The parties to this Agreement hereby acknowledge and agree that (i) the Parallel Debt constitutes undertakings, obligations and liabilities of the Credit Parties to Collateral Agent which are separate and independent from, and without prejudice to, the Obligations which any Credit Party has to any Secured Party and (ii) Collateral Agent shall have its own independent right to demand payment of the Parallel Debt payable by each Loan Credit Party under this Section 9.21 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 with respect to all Secured Obligations of the Credit Parties owed to the Secured Parties.
(c) Any amount in respect of its Parallel Debt due and payable by a 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 has applied in satisfaction thereof any amounts received as payment in relation to the corresponding amount in respect of the Parallel Debt of such Credit Party under this Section 11.24.
(d) Subject to the foregoing provisions of this Section 11.24, the rights of the Secured Parties (other than Collateral Agent) to receive payment of amounts payable by a Credit Party under the Credit Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of that Loan Party Collateral Agent to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount receive payment of the Parallel Debt of each Loan such Credit Party shall at all times be equal to the amount of its Corresponding Debtunder this Section 11.24.
(ae) For the purpose purposes of this Section 9.21Section, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, the Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(cf) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, 11.24 and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each the Parallel Debt, Debt shall be applied in accordance with Section 2.18(b)this Agreement.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (AVG Technologies N.V.)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to the extent necessary undertakes in advance (bij voorbaat)as its “Parallel Debt”) to pay to the European Collateral Administrative Agent amounts an amount equal to any amounts owing from time to time and in the currency of the aggregate amount payable by a European Loan Party it to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Secured Party under any Loan Document (its the “Corresponding DebtPrincipal Obligations”) nor shall in accordance with the amounts for which 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 liable 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 Section 9.21 (the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its “capacity as sole creditor of the Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
. Each of the Loan Parties agrees that (ai) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Corresponding Debt has Principal Obligations have been irrevocably paid or (in the case of guarantee obligations) obligations discharged; and
, (bii) the Corresponding Debt Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) obligations discharged; and
, and (ciii) the amount of payable under the Parallel Debt of each Loan Party shall at all times be equal to no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of its Corresponding Debt.
a Parallel Debt (aincluding, 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 9.219.9, the European Collateral Administrative Agent acts in its own name and on behalf of for itself and not as agent, trustee or representative or trustee of any Guaranteed other Secured Party, and . For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its claims in respect of each rights under the Parallel Debt shall not be held on trust.
(b) The Liens granted until all rights and obligations under the Dutch Security Agreements Parallel Debt have been assigned and assumed to the European Collateral successor agent. The Administrative Agent to secure each 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 granted 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 European Collateral Agent in its capacity as sole creditor provisions of each Parallel Debt.
(c) All monies received or recovered by this Agreement and the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed agrees to do so by the European Collateral Agent or the Lien provide security pursuant to a Dutch Netherlands Security Agreement is enforced by the European Collateral AgentDocument.
Appears in 1 contract
Sources: Credit Agreement (Bristow Group Inc)
Parallel Debt. To grant the security pursuant (a) Subject to any Dutch Security Agreement to limitations expressly set out in this Agreement, the European Collateral Agent, each European Loan Party Company hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Interim Finance Parties, sums equal to any amounts owing from time and in the currency of each amount payable by the Company to time by a European Loan Party to any Guaranteed Party each of the other Interim Finance Parties under any Loan Document each of the Interim Documents as and when those that amount falls due for payment under the relevant Interim Document.
(b) The Interim Security Agent shall hold the 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.
(c) The Interim Security Agent shall have its own independent right to demand payment of the amounts are due. Each European Loan Party and payable by the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party Company under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) fromClause 15.7, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(ai) the Parallel Debt of each Loan Party amounts for which the Company is liable under its parallel debt:
(A) shall be decreased to the extent that its Corresponding Debt corresponding debt towards an Interim Finance Party has been irrevocably paid or (or, in the case of guarantee obligations) , discharged); andor
(bB) shall be increased to the extent that the corresponding debt towards an Interim Finance Party has been increased;
(ii) the Corresponding Debt corresponding debt of each Loan Party the Company shall be decreased to the extent that its Parallel Debt parallel debt has been irrevocably paid or (or, in the case of guarantee obligations) , discharged); and
(ciii) the amount parallel debt of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt Company shall not be held on trust.
(b) The Liens granted under exceed its corresponding debt towards the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b)Interim Finance Parties.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become Any amount due and payable (opeisbaar) at by the same time its Corresponding Debt becomes 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 amount due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so payable by the European Collateral Company to the other Interim Finance Parties under those provisions shall be decreased to the extent that the Interim Security Agent or has received payment of the Lien pursuant corresponding amount under this Clause 15.7. The rights of the Interim Finance Parties (other than the Interim Security Agent) to a Dutch Security Agreement is enforced receive payment of amounts payable by the European Collateral AgentCompany under the Interim Documents are several and are separate and independent from, and without prejudice to, the rights of the Interim Security Agent to receive payment under this Clause 15.7.
Appears in 1 contract
Sources: Interim Facility Agreement
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement to the European Collateral Agentother provision of this Agreement, each European Loan Party Debtor hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Security Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time and in the currency of each amount payable by such Debtor to time by a European Loan Party to any Guaranteed Party the Secured Parties under any Loan Document 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 of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Debtor, to preserve its entitlement to be paid that amount.
(b) The Security Agent shall have its own independent right to demand payment of the amounts payable by each Debtor under this Clause 17.2, irrespective of any discharge of such Debtor's obligation to pay those amounts are due. Each European Loan Party 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 a Debtor to the Administrative Security Agent and under this Clause 17.2 shall be decreased to the Guaranteed Parties acknowledge extent that the obligations other Secured Parties have received (and are able to retain) payment in full of each Loan Party the corresponding amount under the other provisions of the Debt Documents and any amount due and payable by a Debtor to the other Secured 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 this Section 9.21 Clause 17.2. The rights of the Secured Parties (other than the Security Agent) to receive payment of amounts payable by each Debtor under the Debt Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether receive payment under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral AgentClause 17.2.
Appears in 1 contract
Sources: Intercreditor Agreement (NAC Aviation 29 Designated Activity Co)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts equal to any amounts owing from time to time by a European Loan Party to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s Agent’s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Office Depot Inc)
Parallel Debt. To grant (a) Without prejudice to the provisions of the Credit Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security pursuant interests in the Collateral granted and to any Dutch Security Agreement be granted by the Loan Parties to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes (and Agent for the benefit of any Secured Parties and/or to the extent necessary undertakes in advance Secured Parties (bij voorbaator any of them)) to pay to the European Collateral Agent amounts , an amount equal to any amounts owing and in the same currency as the Obligations from time to time due by a European 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 any Guaranteed Party under any Loan Document the Collateral Agent as creditor in its own right and when those amounts not as representative of the other Secured Parties (such payment undertaking and the obligations and liabilities which are due. the result thereof the “Parallel Debt”).
(b) Each European Loan Party and the Administrative Collateral Agent and the Guaranteed Parties 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 not as a representative under this Section 9.21 are several and the Secured Documents which are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Obligations under the Secured Documents, which such Loan Party has to any Guaranteed Party under any Loan Document the Secured Parties and (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(aii) the Parallel Debt represents the Collateral Agent’s own independent rights and claims to demand and receive payment of each 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 Secured Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with the Credit Agreement and any other Secured Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent 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 Loan Party contained in paragraph (a) of this Section 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 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 1.01, but notwithstanding any of the other provisions of this Section 1.01:
(i) the total amount due and payable as Parallel Debt under this Section 1.01 shall be decreased to the extent that its Corresponding Debt has been irrevocably a Loan Party shall have paid any amounts to the Collateral 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 on behalf of the applicable Secured Parties otherwise receives any amount in the case payment of guarantee obligations) dischargedsuch Obligations; and
(bii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its a Loan Parties shall have paid any amounts to the Collateral Agent under the Parallel Debt has been irrevocably paid owed to it or (the Collateral Agent shall have otherwise received monies in the case of guarantee obligations) discharged; and
(c) the amount payment of the Parallel Debt owed to it, the total amount due and payable under the Secured Documents shall be decreased as if said amounts were received directly in payment of each Loan Party shall at all times be equal to the amount of its Corresponding Debtapplicable Obligations.
(ae) For In the purpose event of this Section 9.21, a resignation of the European Collateral Agent acts in its own name and on behalf or the appointment of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European a new Collateral Agent pursuant to this Section 9.21the Credit Agreement, and all amounts received the retiring or recovered by the European replaced Collateral Agent from or shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by the enforcement way of novation) and (ii) transfer any Lien Collateral granted to secure each it securing such Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting each case to the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European successor Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement other provision in any Indenture Document to the European Collateral Agentcontrary, each European Loan Party irrevocably the Corporation hereby undertakes, by way of an abstract acknowledgement of debt and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) as an independent payment obligation, to pay to the European Collateral Agent amounts equal to Trustee, as a creditor in its own right and not as a representative of the holders of the Debentures (the “Holders”, together with the Trustee, the “Secured Parties”), all and any amounts owing which are owed by the Corporation under or in connection with the Indenture Documents to the Secured Parties from time to time by a European Loan Party to any Guaranteed Party under any Loan Document (“Parallel Debt”, abstraktes Schuldanerkenntnis) as and when those any of such amounts are due. Each European Loan Party and fall due for payment under the Administrative Agent and relevant Indenture Document provided that this shall not at any time result in the Guaranteed Corporation incurring an aggregate obligation to the Secured Parties acknowledge that the which is greater than its obligations of each Loan Party (excluding obligations under this Section 9.21 14.22) to the Secured Parties under the Indenture Documents.
(b) The Trustee shall have an independent right to demand payment of the Parallel Debt.
(c) Any amount due and payable by the 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 amount 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) payment in full of the Parallel Debt.
(d) The rights of the Secured Parties (other than the Trustee) to receive payment of amounts payable by the Corporation under the Indenture Documents are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount rights of the Parallel Debt of each Loan Party shall at all times be equal Trustee to the amount of its Corresponding Debtreceive payment under this Section 14.22.
(ae) For Notwithstanding the purpose of 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 9.2114.22 to any successor Trustee. The Corporation and Secured Parties hereby agree to such transfer. Further, the European Collateral Agent acts in its own name and on behalf consent of itself and not as agent, representative the Corporation or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt Secured Party shall not be held on trustnecessary to such transfer.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 1 contract
Sources: Secured Trust Indenture
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement other provision of any Loan Document, with respect to the European Collateral AgentObligations of the Company under the Loan Documents, each European Loan Party that is a Domestic Subsidiary of the Company hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to any Guaranteed Party each of the Secured Parties in respect of the Obligations of the Company under any each of the Loan Document Documents as and when those amounts are due. Each European 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, in insolvency proceedings affecting such Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge or any Domestic Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Loan Parties described in this paragraph being referred to as the “Parallel Debt A”).
(b) 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 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 (the obligations of the Loan Parties described in this paragraph being referred to as the “Parallel Debt B” 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 9.21 9.14, 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 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 provision 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, Secured Hedge Agreements or Secured Cash Management Agreements are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of that Loan Party the Administrative Agent to receive payment of any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each against any Loan Party shall at all times be equal to the amount of its Corresponding Debtunder this Section 9.14.
(af) For the purpose purposes of this Section 9.21Section, the European Collateral Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, of the Secured Parties and neither its claims in respect of each any Parallel Debt nor security in respect of these claims shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(cg) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Administrative Agent from or in connection with this Section 9.14, to the extent permitted by the enforcement of any Lien granted to secure each Parallel Debtapplicable law, shall be applied in accordance with Section 2.18(b)8.03.
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Om Group Inc)
Parallel Debt. To grant (a) Each Secured Party appoints the security pursuant Collateral Agent to any Dutch Security act as its agent under and in connection with this Agreement and the other LoanFinance Documents.
(b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the European Collateral AgentAgent under or in connection with this Agreement and the other LoanFinance Documents, together with any other incidental rights, powers, authorities and discretions.
(c) Notwithstanding any other provision of this Agreement, each European Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the European Collateral Agent amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by a European such Loan Party to any Guaranteed Party Secured Parties under any each of the Loan Document Documentspursuant to the Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when those that amount falls due for payment under the relevant LoanFinance Document.
(d) The Collateral Agent shall have its own independent right to demand payment of the amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of payable by each Loan Party under this Section 9.21 10.12.
(e) Any amount due and payable by a Loan Party to the Collateral Agent under this Section 10.12 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 LoanFinance Documents and any amount due and 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 is 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 Documentspursuant to the Obligations) are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of that Loan Party the Collateral Agent to any Guaranteed Party receive payment under this Section 10.12.
(g) For purposes of this Section 10.12, “Finance Document” means any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentagreement governing an Obligation.
Appears in 1 contract
Sources: Credit Agreement (APi Group Corp)
Parallel Debt. To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to the extent necessary undertakes in advance (bij voorbaat)as its “Parallel Debt”) to pay to the European Collateral Administrative Agent amounts an amount equal to any amounts owing from time to time and in the currency of the aggregate amount payable by a European Loan Party it to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Secured Party under any Loan Document (its the “Corresponding DebtPrincipal Obligations”) nor shall in accordance with the amounts for which 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 liable 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 Section 9.21 (the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its “capacity as sole creditor of the Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
. Each of the Loan Parties agrees that (ai) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Corresponding Debt has Principal Obligations have been irrevocably paid or (in the case of guarantee obligations) obligations discharged; and
, (bii) the Corresponding Debt Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) obligations discharged; and
, and (ciii) the amount of payable under the Parallel Debt of each Loan Party shall at all times be equal to no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of its Corresponding Debt.
a Parallel Debt (aincluding, 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 9.219.9, the European Collateral Administrative Agent acts in its own name and on behalf of for itself and not as agent, trustee or representative or trustee of any Guaranteed other Secured Party, and . For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its claims in respect of each rights under the Parallel Debt shall not be held on trust.
(b) The Liens granted until all rights and obligations under the Dutch Security Agreements Parallel Debt have been assigned and assumed to the European Collateral successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to secure each 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 other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered obligations by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 9.21 or under any other provision of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed agrees to do so by the European Collateral Agent or the Lien provide security pursuant to a Dutch Netherlands Security Agreement is enforced by the European Collateral AgentDocument.
Appears in 1 contract
Parallel Debt. To grant the security pursuant to (a) Notwithstanding any Dutch Security Agreement other provision in any Loan Document to the European Collateral Agentcontrary, each European Loan Party irrevocably hereby undertakes, by way of an abstract acknowledgement of debt and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) as an independent payment obligation, to pay to the European Collateral Agent amounts equal to Administrative Agent, as a creditor in his own right and not as a representative of other Secured Parties, all and any amounts owing which are owed by such Loan Party under or in connection with the Loan Documents to the Secured Parties from time to time (“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) The Administrative Agent shall have an independent right to demand payment of the Parallel Debt.
(c) Any amount due and payable by a European Loan Party to any Guaranteed Party under any Loan Document as and when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 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 amount 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 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Administrative Agent to receive payment under this Section 9.20 (Parallel Debt). WEST\277974037.8 96
(e) Notwithstanding the foregoing, any payment under the Loan Documents shall be made to the relevant Secured Party as set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(a) the Parallel Debt of each Loan Party shall be decreased made to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and
(b) 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 guarantee obligations) discharged; and
(c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding DebtAdministrative Agent.
(a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust.
(bf) The Liens granted under the Dutch Security Agreements to the European Collateral Administrative Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt.
(c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b).
(d) Without limiting or affecting the European Collateral Agent ‘s entitled to transfer his rights against the Loan Parties (whether and obligations under this Section 9.21 or under 9.20 (Parallel Debt) to any other provision successor Administrative Agent. The a Loan Parties and Secured Parties hereby agree to such transfer. Further, the consent of the Loan Documents), each Loan Party acknowledges that:
(a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and
(b) for the purpose of any vote taken under any Loan Document, the European Collateral Agent Secured Party shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt:
(a) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and
(b) a Loan Party may not repay or prepay its Parallel Debt unless directed necessary to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agentsuch transfer.
Appears in 1 contract
Sources: Credit Agreement (Meet Group, Inc.)