Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 7 contracts
Samples: Senior Secured Credit Facility Agreement, Senior Secured Credit Facility Agreement, Senior Secured Credit Facility Agreement
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Osprey Parties under or in connection with this Agreement (or under any other put/call options between the Finance Documents Purchaser and any Osprey Party in connection with investments relating to Xxxxxx PLC or any of its affiliates from time to time, each, a “Related Option Agreement”) have been irrevocably paid in fullfull and unless the Purchaser otherwise directs, the Guarantor shall not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or by reason of any amount being payable, or liability arising, under this clause 5:
(i) to be indemnified by the Holder;
(ii) to claim any contribution from any other Osprey Party of the Holder’s obligations under this Agreement;
(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Purchaser under this Agreement or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by the Purchaser;
(iv) to bring legal or other proceedings for an order requiring the Holder to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under this clause 5;
(v) to exercise any right of set-off against the Holder; and/or
(vi) to claim or prove as a creditor of the Holder in competition with the Purchaser.
(b) if If the Borrower Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution (to the extent necessary to enable all amounts which may be or become payable to the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed Purchaser by the Agent Holder under or in connection with this Agreement or any Related Option Agreement to be repaid in full) on trust for the Purchaser and then only on condition that shall promptly pay or transfer the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder same to the Agent) make Purchaser or as the Purchaser may direct for application against any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent Osprey Party’s liabilities under this Agreement or any Related Option Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 6 contracts
Samples: Purchase Agreement (Osprey International LTD), Purchase Agreement (Osprey International LTD), Purchase Agreement (Osprey International LTD)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower Company to a Noteholder under or in connection with the Finance Parties under the Finance Loan Note Documents have been irrevocably paid in fullfull and unless the Noteholder otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations in respect of the Guaranteed Liabilities or by reason of any amount being payable, or liability arising, under this Deed:
(a) to be indemnified by the Company;
(b) if to claim any contribution from the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit Company of any claim in such insolvency or liquidation to pay any amounts recovered thereunder Obligor's obligations to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in fullNoteholder;
(c) if a Guarantor, to take the benefit (in breach whole or in part and whether by way of paragraphs asubrogation or otherwise) and/or b) above receives of any rights of the Noteholder in respect of the Guaranteed Liabilities or recovers of any money other guarantee or security taken pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor or in custody for connection with, the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered Guaranteed Liabilities by the Agent under this Agreement; andNoteholder;
(d) to take the Guarantors have not taken nor will they take from benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any liquidator or administrator appointed in respect of the Borrower Company or any Security Interest whatsoever other person in connection with any liability of, or payment by, the Guarantor under this Deed;
(e) to bring legal or other proceedings for an order requiring the Company to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under clause 2.1;
(f) to exercise any right of set-off against the Company; and/or
(g) to claim or prove as a creditor of the Company in competition with the Noteholder. If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the relevant Noteholder by the Company under or in connection with the Loan Note Documents to be repaid in full on trust for the moneys hereby guaranteedrelevant Noteholder and shall promptly pay or transfer the same to the relevant Noteholder for application towards the Guaranteed Liabilities.
Appears in 5 contracts
Samples: Settlement Agreement, Settlement Agreement, Settlement Agreement
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors and the Finance Parties High Yield Hedging Counterparties under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full;full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not:
(a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or High Yield Hedging Counterparty or any other person liable; or
(b) if demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower shall become the subject of an insolvency proceeding Group or shall be wound up any High Yield Hedging Counterparty or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of from any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;other person liable; or
(c) if a Guarantor, take any step or enforce any right against any Obligor or any High Yield Hedging Counterparty or any other person liable in breach respect of paragraphs a) and/or b) above receives or recovers any money obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementClause 14; andor
(d) exercise any right of set off or counterclaim against any other Obligor or any High Yield Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any High Yield Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any High Yield Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever pursuant to this Clause 14 or for the moneys hereby guaranteedobligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any High Yield Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14 in accordance with the Security Deed.
Appears in 5 contracts
Samples: Facility Agreement (Liberty Global, Inc.), Amendment and Restatement Agreement (Unitedglobalcom Inc), Facility Agreement (Liberty Global, Inc.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors and the Finance Parties Hedging Counterparties under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full;full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not:
(a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or Hedging Counterparty or any other person liable; or
(b) if demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower shall become the subject of an insolvency proceeding Group or shall be wound up any Hedging Counterparty or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of from any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;other person liable; or
(c) if a Guarantor, take any step or enforce any right against any Obligor or any Hedging Counterparty or any other person liable in breach respect of paragraphs a) and/or b) above receives or recovers any money obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementClause 14; andor
(d) exercise any right of set-off or counterclaim against any other Obligor or any Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever pursuant to this Clause 14 or for the moneys hereby guaranteedobligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14 in accordance with the Security Deed.
Appears in 4 contracts
Samples: Credit Agreement (Unitedglobalcom Inc), Credit Agreement (Liberty Global, Inc.), Credit Agreement (Unitedglobalcom Inc)
Deferral of Guarantors’ rights. Each of 11.1 Until the Guarantors undertakes Guaranteed Obligations have been irrevocably paid and discharged in full and the Lender is not under any obligation to grant or continue any loans to the Finance Parties that for as long as Principal and unless the Lender otherwise directs, the Guarantor may not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents is effectivePromissory Note to:
(a) following receipt by it of a notice from the Agent of the occurrence demand or accept repayment in whole or in part of any Event of Default which is unremedied, none of the Guarantors will make demand for indebtedness now or claim payment of any moneys hereafter due to the Guarantors Guarantor from the Borrower, Principal or exercise from any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in fullperson liable for that indebtedness;
(b) if accept from the Borrower shall become the subject of an insolvency proceeding Principal either directly or shall be wound up indirectly any undertaking, obligation or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that security whereby the Guarantor holds or any person claiming through the benefit Guarantor by endorsement, assignment or otherwise would or might on the insolvency of any claim the Principal and to the prejudice of the Lender increase the proofs in such insolvency liquidation or liquidation to pay any amounts recovered thereunder to diminish the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by assets distributable amongst the Borrower to creditors of the Finance Parties under the Finance Documents have been irrevocably paid in fullPrincipal;
(c) if a Guarantormake or enforce any claim (whether by way of set-off, counterclaim or otherwise) or right against the Principal or prove in breach competition with the Lender in respect of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered payment under this Deed made by the Agent under this Agreement; andGuarantor;
(d) claim or be entitled to claim, or have the Guarantors benefit of, any set-off, counterclaim or proof against, or dividend, composition or payment by, the Principal or any co-guarantor in respect of any payment under this Deed made by the Guarantor;
(e) claim or prove in competition with the Lender in the insolvency of the Principal or any co-guarantor or have not taken nor will they take the benefit of or share in any payment or composition from the Borrower any Security Interest whatsoever same but if so directed by the Lender, it will prove for the moneys hereby guaranteedwhole or any part of its claim in the insolvency of the Principal on terms that the benefit of such proof and all money received by it in respect thereof shall be held on trust for the Lender and applied in or toward discharge of the Guaranteed Obligations in such manner as the Lender shall deem appropriate;
(f) be indemnified or reimbursed by the Principal;
(g) claim or enforce any contribution from any other guarantor of all or part of the Guaranteed Obligations; and/or
(h) take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Promissory Note or any document guarantee or security taken pursuant to, or in connection with, the Promissory Note / Principal’s Obligations by the Lender.
11.2 If the Guarantor receives any benefit, payment or distribution in relation to the rights specified in Clause 11.1 it shall hold on trust for the Lender that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Principal under or in connection with the Guaranteed Obligations to be repaid in full and shall immediately pay or transfer the same to the Lender or as the Lender may direct.
11.3 The Guarantor waives all or any of its rights as surety which may be inconsistent with any provisions of this Deed.
11.4 The provisions of Clause 11.2 stating that a trust is created shall have effect only to the extent that such provisions do not constitute or create any charge and if they are so deemed to create a charge then the Guarantor agrees that a debt instead shall be due from them to the Lender in an amount equivalent to the benefit, payment or distribution received by it as referred to in Clause 11.2.
Appears in 3 contracts
Samples: Deed of Guarantee and Indemnity (Ads-Tec Energy Public LTD Co), Deed of Guarantee and Indemnity (Ads-Tec Energy Public LTD Co), Deed of Guarantee and Indemnity (Ads-Tec Energy Public LTD Co)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) : following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) ; if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) ; if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) and the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 3 contracts
Samples: Term Loan and Revolving Credit Facilities Agreement, Senior Secured Credit Facility Agreement, Senior Secured Credit Facility Agreement (Seadrill Partners LLC)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Security Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Security Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Security Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Security Agent and immediately be paid to the Security Agent so as for the Security Agent to apply the same as if they were moneys received or recovered by the Security Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 2 contracts
Samples: Common Terms Agreement (Seadrill Partners LLC), Common Terms Agreement (Seadrill Partners LLC)
Deferral of Guarantors’ rights. Each of Until all amounts which may be or become payable by the Guarantors undertakes to the Finance Parties that for as long as any of Borrower under or in connection with the Finance Documents is effective:have been irrevocably paid in full and unless the Lender otherwise directs, the Guarantor will not exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 16 (Guarantee and indemnity):
(a) following receipt to be indemnified by it the Borrower;
(b) to claim any contribution from any other guarantor of a notice from or provider of security for the Agent Borrower’s obligations under the Finance Documents;
(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the occurrence Lender under the Finance Documents or of any Event of Default which is unremedied, none of the Guarantors will make demand for other guarantee or claim payment of any moneys due to the Guarantors from the Borrowersecurity taken pursuant to, or exercise in connection with, the Finance Documents by the Lender;
(d) to bring legal or other proceedings for an order requiring the Borrower to make any other right payment, or remedy to which perform any of the Guarantors are entitled obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under clause 16.1 (Guarantee and indemnity);
(e) to exercise any right of set-off against the Borrower; and/or
(f) to claim or prove as a creditor of the Borrower in competition with the Lender. If the Guarantor shall receive any benefit, payment or distribution in relation to such moneys unless and rights it will promptly pay an equal amount to the Lender for application in accordance with clause 25 (Payment Mechanics). This only applies until all moneys owing amounts which may be or due and become payable by the Borrower to the Finance Parties under or in connection with the Finance Documents have been irrevocably paid in full;
(b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 2 contracts
Samples: Uncommitted Borrowing Base Facility Agreement (Hafnia LTD), Uncommitted Borrowing Base Facility Agreement (Hafnia LTD)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs (a) and/or (b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 2 contracts
Samples: Senior Secured Credit Facilities Agreement, Senior Secured Credit Facilities Agreement (KNOT Offshore Partners LP)
Deferral of Guarantors’ rights. Each 9.1 Until all amounts of, or which may be or become payable under or in connection with, the Guaranteed Liabilities have been irrevocably paid in full or unless TfL otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under this Guarantee or by reason of any amount being payable or any liability arising under or in connection with this Guarantee:
9.1.1 to be indemnified by the Service Provider;
9.1.2 to claim any contribution from any other guarantor of the Guarantors undertakes to the Finance Parties that for as long as Service Provider's obligations under or in respect of any of the Finance Documents is effective:Guaranteed Liabilities;
9.1.3 to take the benefit (ain whole or in part and whether by way of subrogation or otherwise) following receipt of any rights of TfL under or in respect of any of the Guaranteed Liabilities or of any other guarantee or Security or other assurance against loss taken by TfL pursuant to, or in connection with, any of the Guaranteed Liabilities;
9.1.4 to bring legal or other proceedings for an order requiring the Service Provider to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under or pursuant to this Guarantee;
9.1.5 to exercise or claim any right of set-off or counterclaim against the Service Provider or any other person liable or claim or prove in competition with TfL in the bankruptcy or liquidation of the Service Provider or any other person liable or have the benefit of, or share in, any payment from or composition with, the Service Provider or any other person liable or any other Security now or hereafter held by TfL for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by TfL, it will prove for the whole or any part of its claim in the liquidation or bankruptcy of, or other process or proceeding relating to the Service Provider or any other person liable on terms that the benefit of such proof and of all of the money received by it of a notice from the Agent in respect thereof shall be held on trust for TfL and applied in or towards discharge of the occurrence Guaranteed Liabilities and the obligations of the Guarantor under or in connection with this Guarantee in such manner as TfL shall deem appropriate; and/or
9.1.6 to demand or accept repayment in whole or in part of any Event of Default which is unremedied, none of the Guarantors will make demand for indebtedness now or claim payment of any moneys hereafter due to the Guarantors Guarantor from the Borrower, Service Provider or exercise from any other right person liable or remedy to which accept any of the Guarantors are entitled Security in respect of the same or dispose of the same.
9.2 If the Guarantor fails to claim or prove in the liquidation or bankruptcy of, or other process or proceeding relating to, the Service Provider or any other person liable then, promptly upon being directed to do so by TfL as contemplated by Clause 9.1.5 (Deferral of Guarantor's rights):
9.2.1 TfL may, and is irrevocably authorised on behalf of the Guarantor to, file any claims or proofs in such moneys unless and liquidation or bankruptcy on its behalf; and
9.2.2 the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the Service Provider or any other person liable or their proceeds is directed to pay distributions on the obligations or liabilities of the Service Provider or any other person liable direct to TfL until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents Guaranteed Liabilities have been irrevocably paid in full;
(b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 2 contracts
Deferral of Guarantors’ rights. Each of Until all amounts which may be or become payable by the Guarantors undertakes to the Finance Parties that for as long as any of Obligors under or in connection with the Finance Documents is effective:
(a) following receipt and Swap Agreements have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of a notice its obligations under the Finance Documents and Swap Agreements:
a) to be indemnified by an Obligor;
b) to claim any contribution from the Agent of the occurrence any other guarantor of any Event Obligor’s obligations under the Finance Documents and Swap Agreements;
c) to take the benefit (in whole or in part and whether by way of Default which is unremedied, none of the Guarantors will make demand for subrogation or claim payment otherwise) of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any rights of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid or the Swap Bank under the Swap Agreements (as the case may be) or of any other guarantee or security taken pursuant to, or in fullconnection with, the Finance Documents by any Finance Party or the Swap Agreements by the Swap Bank;
(bd) if the Borrower shall become the subject to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that which the Guarantor holds the benefit has given a guarantee, undertaking or indemnity under this Clause 17;
e) to exercise any right of set-off against any Obligor; and/or
f) to claim or prove as a creditor of any claim Obligor in competition with any Finance Party or the Swap Bank. If the Guarantor receives any benefit, payment or distribution in relation to such insolvency rights it shall hold that benefit, payment or liquidation to pay any amounts recovered thereunder distribution to the Agent) make any claim in such insolvency, winding-up extent necessary to enable all amounts which may be or liquidation until all moneys owing or due and become payable by the Borrower to the Finance Parties or the Swap Bank (as the case may be) by the Obligors under or in connection with the Finance Documents have been irrevocably paid or any Swap Agreement (as the case may be) to be repaid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody full on trust for the Agent Finance Parties or the Swap Bank (as the case may be) and immediately be paid shall promptly pay or transfer the same to the Agent so or as for the Agent to apply the same as if they were moneys received or recovered by the Agent under may direct for application in accordance with Clause 30 (Payment mechanics) of this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 2 contracts
Samples: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 2 contracts
Samples: Senior Secured Credit Facility Agreement (Seadrill Partners LLC), Term Loan and Revolving Credit Facilities Agreement (Seadrill Partners LLC)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Parties Borrowers under or in connection with the Finance Documents have been irrevocably paid in full;
full and unless the Facility Agent otherwise directs, each Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by any of the Borrowers; CONFIDENTIAL TREATMENT REQUESTED BY FLEX LNG LTD. PURSUANT TO 17 CFR 200.83 (b) if to claim any contribution from any other guarantor of any of the Borrower shall become Borrowers' obligations under the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents; (unless so instructed by the Agent and then only on condition that the Guarantor holds c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach or of paragraphs a) and/or b) above receives any other guarantee or recovers any money security taken pursuant to any such exercise, claim or proof as therein referred to, such money shall be held or in connection with, the Finance Documents by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementany Finance Party; and
(d) to bring legal or other proceedings for an order requiring any of the Guarantors Borrowers to make any payment, or perform any obligation; (e) to assign any claim it may have not taken nor will they take from against any of the Borrower Borrowers to any Security Interest whatsoever person or entity; (f) to exercise any right of set-off against any of the Borrowers; and/or (g) to claim or prove as a creditor of any of the Borrowers in competition with any Finance Party, however, so that any Guarantor shall be entitled to prove in the liquidation or other dissolution of any of the Borrowers, subject to paying to the Facility Agent (on behalf of the Lenders) any proceeds of the liquidation or other dissolution received by the Guarantor. If any Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by any of the Borrowers under or in connection with the Finance Documents to be repaid in full on trust for the moneys hereby guaranteedFinance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 32 (Payment mechanics).
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (Flex LNG Ltd.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt Each Obligor acknowledges and agrees with each Guarantor that, subject to the terms and conditions of this Clause 19.8 and to the extent permitted by it applicable law, upon the payment by the Guarantors of a notice from any of their obligations under this guarantee (whether pursuant to the Agent guarantees, undertakings or indemnities given in Clause 19.1 (Guarantee and indemnity) or otherwise):
(i) each Obligor shall indemnify the Guarantors for the full amount of such payment; and
(ii) the Guarantors shall be subrogated to the rights of the occurrence person to whom such payment shall have been made to the extent of such payment (such rights of indemnification and subrogation, together with all other rights of the Guarantors, by reason of the performance of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrowertheir obligations under this guarantee, or exercise any other right action taken pursuant to any rights conferred by or remedy pursuant to which this guarantee, to be indemnified by any of the Guarantors are entitled person, to prove in respect of such moneys unless and until any liability in the winding-up of any person or to take the benefit of or enforce any Security or guarantees or to exercise any rights of contribution are, collectively, the “Subrogation Rights”).
(b) Until all moneys owing amounts which may be or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:
(i) to be indemnified by an Obligor;
(bii) if to claim any contribution from any other Guarantor of any Obligor’s obligations under the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents; or
(unless so instructed by the Agent and then only on condition that the Guarantor holds iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party. From and after the date when all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach the Subrogation Rights of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall the Guarantors may be held by such Guarantor in custody for the Agent exercised and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered enforced by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteedin their sole discretion.
Appears in 1 contract
Samples: Facilities Agreement (International Game Technology PLC)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to any of the Guarantors from the BorrowerBorrower or any other Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower or any other Obligor any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Ocean Rig UDW Inc.)
Deferral of Guarantors’ rights. Each of 7.1 The Guarantor agrees that until the Guarantors undertakes Collateral Agent is satisfied that (i) the Collateral Agent is under no commitment, obligation or Secured Obligations (whether actual or contingent) to the Finance Parties that for as long as Principal or any other person which could lead to the Principal incurring any further Secured Obligations to the Collateral Agent, (ii) the Principal has no Secured Obligations to the Collateral Agent in respect of any matter or thing whatsoever and (iii) the Finance Documents is effectiveGuarantor has no liability (whether actual or contingent) to the Collateral Agent under or pursuant to this Guarantee, the Guarantor shall not, without the Collateral Agent’s prior written consent:
(aA) following receipt by it of a notice from the Agent of the occurrence in respect of any Event amount paid or payable by the Guarantor (whether actually or contingently) under or in respect of Default this Guarantee, seek to recover or enforce repayment from or by the Principal or any other surety, whether by indemnity, subrogation, contribution or otherwise, or to exercise or take the benefit of any right, claim or remedy of any kind which is unremedied, none may accrue howsoever to the Guarantor in respect of the Guarantors will make demand for or such amount; or
(B) claim payment of any other moneys due for the time being due, owing, payable or incurred to the Guarantors Guarantor from or by the BorrowerPrincipal or any other surety on any account whatsoever, or exercise any other right right, claim or remedy of any kind which the Guarantor has in respect thereof; or
(C) sell, negotiate, endorse, assign, charge or otherwise deal with any liability or obligation to which the Guarantor of the Principal or any other surety (whether arising from any payment made by the Guarantor under or in respect of this Guarantee or on any other account whatsoever); or
(D) take or permit to subsist any security from the Principal or any other surety for or in respect of any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable obligations expressed to be assumed by the Borrower to the Finance Parties Guarantor under the Finance Documents have been irrevocably paid in full;this Guarantee; or
(bE) if in the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit event of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvencybankruptcy, liquidation, winding-up or liquidation until all dissolution of the Principal or any other surety claim or prove in competition with the Collateral Agent, or accept any direct or indirect payment or distribution, in respect of any moneys owing or due and payable to the Guarantor by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives Principal or recovers such other surety on any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteedaccount whatsoever.
Appears in 1 contract
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the BorrowerBorrower or the other Obligors, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) if the Borrower any Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower or the other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs (a) and/or (b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower or the other Obligors any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (North Atlantic Drilling Ltd.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:;
(ai) following receipt by it the Guarantor of a notice from the Security Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the Borrowerany other Obligor, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(bii) if the Borrower any other Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Security Agent and then only on the condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Security Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 9.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Security Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementFinance Parties hereunder; and
(div) the Guarantors have Guarantor has not taken nor and will they not take from the Borrower any Security Interest other Obligor any security whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Term Loan Facility Agreement (Simrad Yachting As)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:effective:-
(ai) following receipt by it the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the Borrowerany other Obligor, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(bii) if the Borrower any other Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Agent or to protect its rights against such Obligor, and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 20.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementhereunder; and
(div) the Guarantors have Guarantor has not taken nor and will they not take from the Borrower any Security Interest other Obligor any security whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Guarantee, Revolving Credit and Term Loan Facility Agreement (DryShips Inc.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in fullfull and unless the Agent or, as the case may be, the Security Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable or liability arising under this Clause 17:
(a) to be indemnified by an Obligor;
(b) if to claim or exercise any rights of contribution from any Obligor or any other guarantor of any Obligor’s obligations under the Borrower shall become the subject Finance Documents;
(c) to exercise its rights of an insolvency proceeding subrogation and reimbursement against any Obligor;
(d) to claim or shall be wound up exercise any set-off or liquidated, the Guarantors shall not (unless so instructed by counterclaim against any Obligor or claim or prove in competition with the Agent and then only on condition that or the Security Agent or any of the other Secured Parties in the liquidation of a Borrower or any other Obligor or have the benefit of, or share in, any payment from or composition with, a Borrower or any other Obligor or any other Finance Document now or hereafter held by any of the Secured Parties in respect of the obligations under the Finance Documents;
(e) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor holds has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity); and/or
(f) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to rights of the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Secured Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach or of paragraphs a) and/or b) above receives any other guarantee or recovers any money security taken pursuant to any such exercise, claim or proof as therein referred to, or in connection with, the Finance Documents by any Secured Party. If the Guarantor receives any benefit, payment or distribution in relation to such money rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be held or become payable to the Secured Parties by such Guarantor the Obligors under or in custody connection with the Finance Documents to be repaid in full on trust for the Agent Secured Parties and immediately be paid shall promptly pay or transfer the same to the Agent so or as for the Agent to apply the same as if they were moneys received or recovered by the Agent under may direct for application in accordance with Clause 34 (Payment mechanics) of this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Facility Agreement (Danaos Corp)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:
(ai) following receipt by it the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the a Borrower, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the a Borrower to the Finance Parties under in respect of the Finance Documents Guaranteed Obligations have been irrevocably paid in full;
(bii) if the a Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under in respect of the Finance Documents Guaranteed Obligations have been irrevocably paid in full;
(ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 19.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementhereunder; and
(div) the Guarantors have Guarantor has not taken nor and will they not take from the any Borrower any Security Interest security whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Multicurrency Term and Revolving Facilities Agreement (Seawell LTD)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt Each Obligor acknowledges and agrees with each Guarantor that, subject to the terms and conditions of this Clause 19.8 and to the extent permitted by it applicable law, upon the payment by the Guarantors of a notice from any of their obligations under this guarantee (whether pursuant to the Agent guarantees, undertakings or indemnities given in Clause 19.1 (Guarantee and indemnity) or otherwise):
(i) each Obligor shall indemnify the Guarantors for the full amount of such payment; and
(ii) the Guarantors shall be subrogated to the rights of the occurrence person to whom such payment shall have been made to the extent of such payment (such rights of indemnification and subrogation, together with all other rights of the Guarantors, by reason of the performance of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrowertheir obligations under this guarantee, or exercise any other right action taken pursuant to any rights conferred by or remedy pursuant to which this guarantee, to be indemnified by any of the Guarantors are entitled person, to prove in respect of such moneys unless and until any liability in the winding-up of any person or to take the benefit of or enforce any Security or guarantees or to exercise any rights of contribution are, collectively, the "Subrogation Rights").
(b) Until all moneys owing amounts which may be or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:
(i) to be indemnified by an Obligor;
(bii) if to claim any contribution from any other Guarantor of any Obligor's obligations under the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents; or
(unless so instructed by the Agent and then only on condition that the Guarantor holds iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party. From and after the date when all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach the Subrogation Rights of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall the Guarantors may be held by such Guarantor in custody for the Agent exercised and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered enforced by the Agent under this Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteedin their sole discretion.
Appears in 1 contract
Samples: Senior Facility Agreement (International Game Technology PLC)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) : following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) ; if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in 41 (41) such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) ; if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) and the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Seadrill Partners LLC)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(aA) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in fullfull and unless the Security and Intercreditor Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:
(i) to be indemnified by an Obligor;
(bii) if to claim any contribution from any other guarantor of any Obligor’s obligations under the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents;
(unless so instructed by the Agent and then only on condition that the Guarantor holds iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to rights of the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties Beneficiaries under the Finance Documents have been irrevocably paid or of any other guarantee or security taken pursuant to, or in fullconnection with, the Finance Documents by any Beneficiary;
(civ) if a Guarantorto bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in breach respect of paragraphs awhich any Guarantor has given a guarantee, undertaking or indemnity under this Deed;
(v) and/or bto exercise any right of set-off against any Obligor; and/or
(vi) above to claim or prove as a creditor of any Obligor in competition with any Finance Party.
(B) If a Guarantor receives any benefit, payment or recovers any money distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Beneficiaries by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Beneficiaries and shall promptly pay or transfer the same to the Security and Intercreditor Agent or as it may direct for application in accordance with Clause 28 (PAYMENT MECHANICS) of the Facility Agreement or, if the HY Noteholder Trustee has acceded to this Deed pursuant to any such exerciseClause 8 (ACCESSION OF HY NOTEHOLDER TRUSTEE), claim or proof as therein referred to, such money shall be held by such Guarantor in custody for accordance with the Agent and immediately be paid to ranking priorities under the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this KEL Intercreditor Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Deed of Guarantee and Indemnity (Kosmos Energy Ltd.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors and the Finance Parties High Yield Hedging Counterparties under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full;full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not:
(a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or High Yield Hedging Counterparty or any other person liable; or
(b) if demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower shall become the subject of an insolvency proceeding Group or shall be wound up any High Yield Hedging Counterparty or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of from any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;other person liable; or
(c) if a Guarantor, take any step or enforce any right against any Obligor or any High Yield Hedging Counterparty or any other person liable in breach respect of paragraphs a) and/or b) above receives or recovers any money obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementClause 21; andor
(d) exercise any right of set off or counterclaim against any other Obligor or any High Yield Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any High Yield Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any High Yield Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever pursuant to this Clause 21 or for the moneys hereby guaranteedobligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any High Yield Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 21 in accordance with the Security Deed.
Appears in 1 contract
Samples: Senior Secured Credit Facility (Liberty Global PLC)
Deferral of Guarantors’ rights. Each All rights which the Guarantors have at any time (whether in respect of this guarantee, a mortgage or any other transaction) against any Obligor or their respective assets shall be fully subordinated to the rights of the Guarantors undertakes to the Finance Secured Parties that for as long as any of under the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing amounts which may be or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in fullfull and unless the Agent otherwise directs, the Guarantors will not exercise any rights which either of them may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18:
(a) to be indemnified by an Obligor;
(b) if to claim any contribution from any other guarantor of any Obligor’s obligations under the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents;
(unless so instructed by the Agent and then only on condition that the Guarantor holds c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach or of paragraphs a) and/or b) above receives any other guarantee or recovers any money security taken pursuant to any such exercise, claim or proof as therein referred to, such money shall be held or in connection with, the Finance Documents by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; andany Finance Party;
(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Obligor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);
(e) to exercise any right of set-off against any Obligor; and/or
(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party. If any Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the Guarantors have not taken nor will they take from extent necessary to enable all amounts which may be or become payable to the Borrower any Security Interest whatsoever Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the moneys hereby guaranteedFinance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 34 (Payment mechanics).
Appears in 1 contract
Deferral of Guarantors’ rights. Each 7.1 Unless the Authority otherwise directs, the Guarantor will not exercise any rights which it may have by reason of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt performance by it of a notice from its obligations under this Guarantee:
7.1.1 to be indemnified by the Agent PBO or to make or enforce any claim or right against the PBO;
7.1.2 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the occurrence Authority against the PBO under the PBA or of any Event of Default which is unremediedother guarantee or security taken pursuant to, none or in connection with, the PBA by the Authority;
7.1.3 to prove or claim in competition with the Authority in the insolvency or administration of the Guarantors will make demand for PBO or claim payment of any moneys due to the Guarantors from the Borrower, otherwise have or exercise any other right rights of subrogation or remedy as surety in competition with the Authority; or
7.1.4 to which any call on the Authority to sue or take proceedings against the PBO or raise a defence, set-off or counterclaim of the Guarantors are entitled in respect of such moneys unless PBO against the Authority.
7.2 The Guarantor warrants that it has not taken or received, and undertakes that until all moneys owing the Guaranteed Obligations or other amounts due and payable by the Borrower to the Finance Parties under the Finance Documents this Guarantee have been irrevocably performed, paid or discharged in full;
(b) if the Borrower shall become the subject of an insolvency proceeding , it will not take or shall be wound up or liquidatedreceive, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim security or encumbrance of any kind from the PBO or, save as provided for in such insolvency or liquidation to pay any amounts recovered thereunder Clause 19 (Cross Indemnification Obligation) of the Consortium Agreement dated 19 February 2007 disclosed to the Agent) make Authority, any claim other person in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties respect of its obligations under the Finance Documents have been irrevocably paid in full;this Guarantee.
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such 7.3 The Guarantor in custody will hold on trust for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys Authority any monies or other assets received or recovered by the Agent Guarantor and any security taken from the PBO or any other person in pursuance of, and to the extent in breach of, this Clause 7 as security for the Guarantor's liability under this Agreement; and
Guarantee and upon request by the Authority the Guarantor will immediately deposit such security with the Authority (dor as it may direct) or pay or transfer such monies or assets to the Guarantors have not taken nor will they take from Authority for application in or towards the Borrower any Security Interest whatsoever for discharge of the moneys hereby guaranteedGuaranteed Obligations.
Appears in 1 contract
Samples: Parent Body Agreement
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in fullfull and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18:
(i) to be indemnified by an Obligor;
(bii) if to claim any contribution from any other guarantor of any Obligor’s obligations under the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents;
(unless so instructed by the Agent and then only on condition that the Guarantor holds iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);
(v) to exercise any right of set-off against any Obligor; and/or
(vi) to claim or prove as a creditor of any Obligor in competition with any Finance Party.
(b) In particular, until any and all obligations to the Finance Parties (or any of them) under or in connection with the Finance Documents have irrevocably been irrevocably paid or discharged in full;, no Guarantor shall exercise any right of recourse (Rückgriffsrecht) it may have against any other Obligor by reason of performance by it under this guarantee for the benefit of that other Obligor, nor shall a Guarantor set off any claim under such right of recourse against any debt it may have vis-à-vis such other Obligor, or assign or pledge such right of recourse in full or in part. Each other Obligor herewith undertakes neither to make any payment to a Guarantor with respect to any such right of recourse nor to set off any claim such other Obligor may have against a Guarantor against any claim a Guarantor may have under a right of recourse against such other Obligor.
(c) if a Guarantor, in breach Each Guarantor herewith assigns any and all claims it may have under such right of paragraphs a) and/or b) above receives or recovers recourse against any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid other Obligor to the Agent so for security purposes (Sicherungszession) effective as for of the Agent to apply date of adjudication of bankruptcy, the same grant of a moratorium, the entry into any kind of composition arrangements with creditors or as if they were moneys of the date of resolution of liquidation of such other Obligor.
(d) Any amount received or recovered by a Guarantor in violation of this Clause 18.8 shall immediately be notified by that Guarantor to the Agent and, upon the Agent’s request, paid forthwith to the Agent for application to any outstanding amount of the Finance Parties under this Agreement; and
(d) or in connection with the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteedFinance Documents.
Appears in 1 contract
Samples: Senior Revolving Credit Facility Agreement (Logitech International Sa)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) : following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(b) ; if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) ; if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
(d) and the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed. # 39 (39) No Finance Party shall be obliged before taking steps to enforce the Guarantee Obligations of any of the Guarantors under this Agreement: to obtain judgement against any Obligor or any third party in any court or other tribunal; to make or file any claim in a bankruptcy or liquidation of any Obligor or any third party; or to take any action whatsoever against any Obligor or any third party under the Finance Documents, except giving notice of any payment due hereunder, and each of the Guarantors hereby waives all such formalities or rights to which it would otherwise be entitled or which the Finance Parties would otherwise first be required to satisfy or fulfil before proceeding or making any demand against the Guarantors hereunder, except as required hereunder or by law. Any release, discharge or settlement between a Guarantor and the Finance Parties (or any of them) in relation to any Finance Document shall be conditional upon no payment made by the Borrower to the Finance Parties hereunder or thereunder being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason whatsoever. If any payment is void or at any time so set aside or ordered to be refunded, the Finance Parties shall be entitled subsequently to enforce the Guarantee Obligations of a Guarantor hereunder as if such release, discharge or settlement had not occurred and any such payment had not been made.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Facilities Agreement (Seadrill Partners LLC)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:effective ;-
(ai) following receipt by it the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the Borrowerany other Obligor, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(bii) if the Borrower any other Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Agent or to protect its rights against such Obligor, and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 20.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementhereunder; and
(div) the Guarantors have Guarantor has not taken nor and will they not take from the Borrower any Security Interest other Obligor any security whatsoever for the moneys hereby guaranteed.
Appears in 1 contract
Samples: Guarantee, Revolving Credit and Term Loan Facility Agreement (DryShips Inc.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Parties under or in connection with the Finance Documents have been irrevocably paid in fullfull and unless the Facility Agent otherwise directs, no Guarantor may exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents:
(a) to be indemnified by the Borrower;
(b) if to claim any contribution from any other guarantor of or provider of security for the Borrower shall become Borrower’s obligations under the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not Finance Documents;
(unless so instructed by the Agent and then only on condition that the Guarantor holds c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach or of paragraphs a) and/or b) above receives any other guarantee or recovers any money security taken pursuant to any such exercise, claim or proof as therein referred to, such money shall be held or in connection with, the Finance Documents by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; andany Finance Party;
(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity) (except for any proceedings brought to preserve rights against such Obligor and which do not prejudice the Guarantors have not taken nor will they take from right of any Finance Party under the Borrower Finance Documents or against any Security Interest whatsoever Obligor);
(e) to exercise any right of set-off against any Obligor; and/or
(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party. If any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the moneys hereby guaranteedFinance Parties, and shall promptly pay or transfer the same to the Finance Parties. For the avoidance of doubt, nothing in this Clause 18.7 shall restrict any Guarantor from exercising or enjoying the benefit of its right after (i) all Guaranteed Obligations have been unconditionally and irrevocably paid and discharged in full in accordance with the terms of the Finance Documents, and (ii) no Lender has any further obligation (whether actual or contingent) to make advances or provide other financial accommodation under this Agreement.
Appears in 1 contract
Samples: Facilities Agreement (3SBio Inc.)
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default 8.1 Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligor under or in connection with the Finance Parties under the Finance Transaction Documents have been irrevocably paid in fullfull and unless the Beneficiary otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under this Guarantee:
8.1.1 to be indemnified by the Obligor;
8.1.2 to claim any contribution from any other guarantor of the Obligor's obligations under the Transaction Documents;
8.1.3 to take the benefit (bin whole or in part and whether by way of subrogation or otherwise) if of any rights of the Borrower shall become Beneficiary under the subject Transaction Documents or of an insolvency proceeding any other guarantee or shall be wound up security taken pursuant to, or liquidatedin connection with, the Guarantors shall not (unless so instructed Transaction Documents by the Agent and then only Beneficiary;
8.1.4 to claim any set-off or counterclaim against the Obligor or any other person liable or claim or prove in competition with the Beneficiary in the bankruptcy or liquidation of the Obligor or any other person liable or have the benefit of, or share in, any payment from or composition with, any Obligor or any other person liable or any other security now or hereafter held by the Beneficiary for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by the Beneficiary, it will prove for the whole or any part of its claim in the liquidation or bankruptcy of the Obligor on condition terms that the Guarantor holds the benefit of any claim such proof and of all of the money received by it in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money respect thereof shall be held by such Guarantor in custody on trust for the Agent Beneficiary and immediately be paid applied in or towards discharge of the Guaranteed Liabilities in such manner as the Beneficiary shall deem appropriate;
8.1.5 to demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Agent so as for Guarantor from the Agent to apply Obligor or from any other person liable or accept any security in respect of the same as if they were moneys received or recovered by dispose of the Agent same; or
8.1.6 to take any action or exercise any right under this Agreement; and
the laws of any applicable jurisdiction which is analogous to any of the actions or rights referred to in Clauses 8.1.1 to 8.1.5 (dinclusive) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteedabove.
Appears in 1 contract
Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors under or in connection with the Finance Parties under the Finance Transaction Documents have been irrevocably paid in fullfull and unless the Lender otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Transaction Documents or by reason of any amount being payable, or liability arising, under this Clause 13:
(a) to be indemnified by any Borrower;
(b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit to claim any contribution from any other guarantor of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties Obligor's obligations under the Finance Documents have been irrevocably paid in fullTransaction Documents;
(c) if a Guarantor, to take the benefit (in breach whole or in part and whether by way of paragraphs asubrogation or otherwise) and/or b) above receives of any rights of the Lender under the Transaction Documents or recovers of any money other guarantee or security taken pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor or in custody for connection with, the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered Transaction Documents by the Agent under this Agreement; andLender;
(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 13.1 (Guarantee and indemnity);
(e) to exercise any right of set-off against any Obligor; and/or
(f) to claim or prove as a creditor of any Obligor in competition with the Guarantors have not taken nor will they take from Lender. If the Borrower Guarantor receives any Security Interest whatsoever benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Transaction Documents to be repaid in full on trust for the moneys hereby guaranteedLender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 6.1.
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Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
(a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Osprey Parties under or in connection with this Agreement (or under any other put/call options between the Finance Documents Purchaser and any Osprey Party in connection with investments relating to Xxxxxx PLC or any of its affiliates from time to time, each, a “Related Option Agreement”) have been irrevocably paid in fullfull and unless the Purchaser otherwise directs, the Guarantor shall not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or by reason of any amount being payable, or liability arising, under this clause 5:
(i) to be indemnified by the Holder;
(ii) to claim any contribution from any other Osprey Party of the Holder’s obligations under this Agreement;
(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Purchaser under this Agreement or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by the Purchaser;
(iv) to bring legal or other proceedings for an order requiring the Holder to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under this clause 5;
(v) to exercise any right of set-off against the Holder; and/or
(vi) to claim or prove as a creditor of the Holder in competition with the Purchaser.
(b) if If the Borrower Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution (to the extent necessary to enable all amounts which may be or become payable to the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed Purchaser by the Agent Holder under or in connection with this Agreement or any Related Option Agreement to be repaid in full) on trust for the Purchaser and then only on condition that shall promptly pay or transfer the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder same to the Agent) make any claim in such insolvency, winding-up Purchaser or liquidation until all moneys owing or due and payable by as the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;
(c) if a GuarantorPurchaser may direct, in breach of paragraphs a) and/or b) above receives or recovers each case for application against any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent Osprey Party’s liabilities under this Agreement or any Related Option Agreement; and
(d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.
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