Parallel Debt Clause Samples
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Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.
(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to recei...
Parallel Debt. (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Co-Issuers and each Guarantor to the Collateral Trustee, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Co-Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 10.02, shall be owing as a separate and independent joint and several obligation of the Co-Issuers and each Guarantor to the Collateral Trustee (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).
(b) The Co-Issuers, each Guarantor and the Collateral Trustee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, joint and several obligations and liabilities of the Co-Issuers and each Guarantor to the Collateral Trustee under this Indenture and the Security Documents which are separate and independent from, and without prejudice to, the corresponding obligations under the Notes and Guarantees which the Co-Issuers or such Guarantor has to the Holders and (ii) that the Parallel Debt represents the Collateral Trustee’s claims as Collateral Trustee to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Notes and Guarantees; provided, further, that the Collateral Trustee shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents.
(c) Every payment of monies made by the Co-Issuers or a Guarantor to the Collateral Trustee shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Co-Issuers or such Guarantor contained in Section 11.13(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Trustee shall be entitled to receive the amount of such payment fr...
Parallel Debt. (a) Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due.
(b) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:
(i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged;
(ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and
(iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt.
(c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.
(d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement.
(e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Do...
Parallel Debt. (a) For the purposes of the Greek Security, the Owner hereby irrevocably and unconditionally undertakes to pay to the Security Trustee amounts equal to any amounts owing by the Owner to the relevant Secured Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the Security Trustee shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the relevant Secured Parties. The Owner and the Security Trustee acknowledge that for this purpose such obligations of the Owner are several and are separate and independent from, and without prejudice to, the identical obligations which the Owner has to the Secured Parties under the relevant Finance Documents, provided that this shall not result in the Owner incurring an aggregate obligation to any such Secured Parties under the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that:
(i) the amounts due and payable by the Owner under this Clause 19.2 (the Parallel Debt) shall be decreased to the extent that the Owner has paid any amounts to the Secured Parties or any of them in respect of the Secured Liabilities and vice versa; and
(ii) the Parallel Debt shall not exceed the aggregate of the corresponding obligations which the Owner has to the Secured Parties under the Finance Documents.
(b) Nothing in this Clause shall in any way negate, affect or increase the obligations of the Owner to any Secured Party under the Finance Documents in respect of the Secured Liabilities. For the purpose of this Clause, the Security Trustee acts in its own name and on behalf of itself and not as agent or representative of any other party hereto and any security granted to the Security Trustee to secure the Parallel Debt is granted to the Security Trustee in its capacity as creditor of the Parallel Debt and solely for the purpose referred to above.
Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding Debt.
Parallel Debt. (a) For purposes of this Section 10.26, (i) “Corresponding Debt” means all Obligations which any Credit Party owes to any Secured Party and (ii) “Parallel Debt” means any amount which a Credit Party owes to the Collateral Agent under this Section 10.26.
Parallel Debt. (a) Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the amounts due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings of each Loan Party under this Section 10.16 are each to be referred to as a “Parallel Debt”.
(b) Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required.
(c) Each of the Parties to this Agreement hereby acknowledges that:
(i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;
(ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and
(iii) it being understood, in each case, that the amounts which may be payable by each Loan Party as Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that time.
(d) An amount paid by a Loan Party to the Agent in respect of a Parallel Debt will discharge the liability of the Loan Parties under the Corresponding Obligations in an equal amount.
(e) For the purpose of this Section 10.16, the Collateral Agent acts in its own name and for the benefit of the Secured Parties, but not as representative of the Secured Parties.
(f) For purposes of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07.
(g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties here...
Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate amount due from time to time by that Loan Party in respect of its Corresponding Obligations. The payment undertaking of each Loan Party under this Section 10.12 is to be referred to as its “Parallel Debt”.
(b) The Parallel Debt of each Loan Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any notice being required.
(c) Each of the Loan Parties and the Agent hereby acknowledge that:
(i) the Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan Party; and
(ii) the Parallel Debt of a Loan Party represents the Agent’s own separate and independent claim to receive payment of that Parallel Debt from that Loan party,
(iii) it being understood, in each case, that the amount which may become payable by that Loan Party as its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan Party.
(d) The Agent hereby confirms and accepts that to the extent the Agent irrevocably receives any amount in payment of the Parallel Debt of a Loan Party, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party shall be reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on th...
Parallel Debt. (1) In this Section 8.3:
Parallel Debt. (a) Notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents and solely for the purpose of ensuring and preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Security Documents governed by the laws of The Netherlands (the “Dutch Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents to (i) each Loan Party that is party to the Dutch Security Agreements undertaking herein to pay to the Collateral Agent, in its individual capacity and not as agent, representative or trustee, as a separate independent obligation to the Collateral Agent, the amount of its Dutch Parallel Debt (which each such Loan Party hereby so undertakes to do), and (ii) the security rights contemplated by the Dutch Security Agreements being granted in favor of the Collateral Agent in its individual capacity as security for its claims under the Dutch Parallel Debt.
(b) Each Loan Party acknowledges and agrees that it may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed by, the Collateral Agent; provided, however, that no Loan Party shall be obligated to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount of its Underlying Debt Obligations shall have become due and payable.
(c) To the extent any amount is paid to and received by the Collateral Agent in payment of the Dutch Parallel Debt and the Collateral Agent has turned over any amounts received by it in respect to the Dutch Parallel Debt to the Lenders as their interests appeared with respect to the Underlying Debt Obligations, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received by the Lenders or any of them in payment of the corresponding Underlying Debt Obligations.