Borrowing Subsidiary Obligations definition
Examples of Borrowing Subsidiary Obligations in a sentence
The parties hereto hereby acknowledge and agree that all Obligations, liabilities and covenants made, incurred and undertaken by the Borrowers under this Agreement and the other Loan Documents are on a several and not joint basis, including, without limitation, all obligations to pay principal, interest, fees, costs, and expenses; provided, however, that the foregoing shall not limit Verisk’s guarantee of the Borrowing Subsidiary Obligations pursuant to Article XI.
In the event that acceleration of the time for payment of any of the Borrowing Subsidiary Obligations is stayed, in connection with any case commenced by or against Verisk or the Borrowing Subsidiaries under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by Verisk immediately upon demand by the Administrative Agent.
Verisk hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Borrowing Subsidiary Obligations.
The obligations of Verisk hereunder are those of primary obligor, and not merely as surety, and are independent of the Borrowing Subsidiary Obligations and the obligations of any other guarantor, and a separate action may be brought against Verisk to enforce this Article XI whether or not the Borrowing Subsidiaries or any other Person is joined as a party.
The Administrative Agent’s, the Lenders’, the L/C Issuers’ or the Hedge Banks’ respective books and records showing the amount of the Borrowing Subsidiary Obligations shall be admissible in evidence in any action or proceeding.
Verisk shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Article XI until all of the Borrowing Subsidiary Obligations and any amounts payable under this Article XI have been indefeasibly paid and performed in full and any commitments of the Lenders or facilities provided by the Lenders with respect to the Borrowing Subsidiary Obligations are terminated.
Verisk expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Borrowing Subsidiary Obligations, and all notices of acceptance of this Article XI or of the existence, creation or incurrence of new or additional Borrowing Subsidiary Obligations.
Verisk hereby subordinates the payment of all obligations and indebtedness of the Borrowing Subsidiaries owing to Verisk, whether now existing or hereafter arising, including, but not limited to, any obligation of the Borrowing Subsidiaries to Verisk as subrogee of the Administrative Agent, for the benefit of the Lenders, or resulting from Verisk’s performance under this Article XI, to the indefeasible payment in full in cash of all Borrowing Subsidiary Obligations.
If any amounts are paid to Verisk in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent (for the further benefit of the Lenders, the L/C Issuers and the Hedge Banks) and shall forthwith be paid to the Administrative Agent, for the benefit of the Lenders, the L/C Issuers and the Hedge Banks to reduce the amount of the Borrowing Subsidiary Obligations, whether matured or unmatured.