Common use of Parallel Debt Clause in Contracts

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. (a) For the purposes Notwithstanding any other provision of the Greek Securitythis Agreement, the Owner hereby each Debtor irrevocably and unconditionally undertakes to pay to the Common Security Trustee amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing and in the currency of each amount payable by each of them to each of the Owner to the relevant Secured Parties under each of the Finance Debt Documents as and when the same fall that amount falls 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 DocumentsDebt Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, provided in insolvency proceedings affecting any Debtor, to preserve its entitlement to be paid that this amount. (b) The Common Security Agent shall not result in have its own independent right to demand payment of the Owner incurring an aggregate obligation amounts payable by the Debtors under paragraph (a), irrespective of any discharge of its obligation(s) to any such pay those amounts to the other Secured Parties under the Finance Documents. To this end and without prejudice resulting from failure by them to the foregoingtake appropriate steps, it is agreed that:in insolvency proceedings affecting any Debtor, to preserve their entitlement to be paid those amounts. (ic) the amounts Any amount due and payable by any Debtor to the Owner Common Security Agent under this Clause 19.2 (the Parallel Debt) 21.2 shall be decreased to the extent that the Owner has paid any amounts to the other Secured Parties or any of them have received (and are able to retain) payment in respect of the Secured Liabilities and vice versa; and (ii) the Parallel Debt shall not exceed the aggregate full of the corresponding obligations which the Owner has to the Secured Parties amount under the Finance other provisions of the Debt Documents. (bd) Nothing in Any amount paid by a Debtor to the Common Security Agent under this Clause 21.2 shall reduce the corresponding amount due and payable by such Debtor to the other Secured Parties to the extent that those Secured Parties have received (and are able to retain) payment in any way negate, affect or increase full of such amount under the obligations other provisions 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 aboveDocuments.

Parallel Debt. (a) For the purposes of the Greek Security, the Owner The Borrower hereby irrevocably and unconditionally undertakes to pay to the Security Trustee Facility Agent amounts equal to any amounts owing by the Owner Borrower (whether owed as borrower of a facility or as joint and several obligor) to the relevant Secured Finance Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the Security Trustee Facility Agent shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the relevant Secured Finance Parties. The Owner Borrower and the Security Trustee Facility Agent acknowledge that for this purpose such obligations of the Owner Borrower are several and are separate and independent from, and without prejudice to, the identical obligations which the Owner Borrower has to the Secured Finance Parties under the relevant Finance Documents, provided that this shall not not, at the same time, result in the Owner Borrower incurring an aggregate obligation to any such Secured Finance Parties under the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that: that (ia) the amounts due and payable by the Owner Borrower under this Clause 19.2 20.9 (the Parallel Debt) shall be decreased to the extent that the Owner has Borrower paid any amounts to the Secured Finance Parties or any of them in respect of the Secured Liabilities and vice versa; and versa and (iib) the Parallel Debt shall not exceed the aggregate of the corresponding obligations which the Owner Borrower has to the Secured Finance Parties under the Finance Documents. (b) Nothing in this Clause shall in any way negate, affect or increase the obligations of the Owner Borrower to any Secured Party Finance Parties under the Finance Documents in respect of the Secured Liabilities. For the purpose of this Clause, the Security Trustee Facility Agent 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 Facility Agent to secure the Parallel Debt is granted to the Security Trustee Facility Agent in its capacity as creditor of the Parallel Debt and solely for the purpose referred to above.

Parallel Debt. (a) For the purposes of the Greek Security, the Owner The Borrower hereby irrevocably and unconditionally undertakes to pay to the Security Trustee Facility Agent amounts equal to any amounts owing by the Owner it to the relevant Secured Finance Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the Security Trustee Facility Agent shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the relevant Secured Finance Parties. The Owner Borrower and the Security Trustee Facility Agent acknowledge that for this purpose such obligations of the Owner Borrower are several and are separate and independent from, and without prejudice to, the identical obligations which the Owner Borrower has to the Secured Finance Parties under the relevant Finance Documents, provided that this shall not not, at the same time, result in the Owner Borrower incurring an aggregate obligation to any such Secured Finance Parties under the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that: that (i) the amounts due and payable by the Owner Borrower under this Clause 19.2 20.9 (the Parallel Debt) shall be decreased to the extent that the Owner has Borrower paid any amounts to the Secured Finance Parties or any of them in respect of the Secured Liabilities and vice versa; and versa and (ii) the Parallel Debt shall not exceed the aggregate of the corresponding obligations which the Owner Borrower has to the Secured Finance Parties under the Finance Documents. (b) . Nothing in this Clause shall in any way negate, affect or increase the obligations of the Owner Borrower to any Secured Party Finance Parties under the Finance Documents in respect of the Secured Liabilities. For the purpose of this Clause, Clause the Security Trustee Facility Agent 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 Facility Agent to secure the Parallel Debt is granted to the Security Trustee Facility Agent in its capacity as creditor of the Parallel Debt and solely for the purpose referred to above.

Parallel Debt. (a) For covenant to pay the purposes Security Agent) 27.2.1 Notwithstanding any other provision of the Greek Securitythis Agreement, the Owner Borrower hereby irrevocably and unconditionally undertakes to pay to the Security Trustee amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing and in the currency of each amount payable by the Owner Borrower to each of the relevant Secured Parties under each of the Finance Documents as and when the same fall that amount falls 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 DocumentsDocument or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, provided in insolvency proceedings affecting the Borrower, to preserve its entitlement to be paid that amount. 27.2.2 The Security Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this shall not result in Clause 27.2 irrespective of any discharge of the Owner incurring an aggregate Borrower’s obligation to any such pay those amounts to the other Secured Parties under resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Finance Documents. To this end and without prejudice Borrower, to the foregoing, it is agreed that:preserve their entitlement to be paid those amounts. (i) the amounts 27.2.3 Any amount due and payable by the Owner Borrower to the Security Agent under this Clause 19.2 (the Parallel Debt) 27.2 shall be decreased to the extent that the Owner has paid any amounts to the other Secured Parties or any of them have received (and are able to retain) payment in respect of the Secured Liabilities and vice versa; and (ii) the Parallel Debt shall not exceed the aggregate full of the corresponding obligations which amount under the Owner has other provisions of the Finance Documents and any amount due and payable by the Borrower to the other Secured Parties under those provisions shall be decreased to the Finance Documents. extent that the Security Agent has received (band is able to retain) Nothing payment in full of the corresponding amount under 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 Liabilities27.2. 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.Facility Agreement _Powerfleet_ 94

Parallel Debt. (a) For the purposes of taking and ensuring the Greek Securitycontinuing validity of security under the Security Documents subject to the laws of (or to the extent affecting assets situated in) Germany and/or the Netherlands, the Owner hereby notwithstanding any contrary provision in this Agreement: (a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Trustee Agent amounts equal to any the aggregate present and future amounts (the Original Obligations) owing by it to a Finance Party under or in connection with the Owner Finance Documents. The payment undertaking of each Obligor to the relevant Secured Parties Security Agent under the Finance Documents this paragraph (a) is hereinafter to be referred to as a Parallel Debt. Each Parallel Debt will become due and payable as and when one or more of 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 corresponding Original Obligations of the relevant Secured Parties. The Owner Obligor become due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the relevant Obligor to the Security Trustee acknowledge that for this purpose such obligations of the Owner are several and are Agent which is 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 versaOriginal Obligations; and (ii) the each 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, represents the Security Trustee acts Agent’s own separate and independent claim to receive payment of such Parallel Debt from the relevant Obligor, in its own name and on behalf of itself and not as agent or representative of any other party hereto person nor as trustee, and any security granted the Security Documents shall secure each Parallel Debt so owing. (c) No Parallel Debt shall limit or affect the existence of the Original Obligations for which the Finance Parties shall have an independent right to demand payment. (d) Notwithstanding paragraphs (b) and (c), payment by an Obligor of its Parallel Debt shall, upon receipt of such payment by the relevant Finance Parties, to the Security Trustee to secure same extent decrease and be a good discharge of the Parallel Debt is granted corresponding Original Obligations owing to the Security Trustee in relevant Finance Parties, and payment by an Obligor of its capacity as creditor Original Obligations to the relevant Finance Parties shall to the same extent decrease and be a good discharge of the Parallel Debt owing by it to the Security Agent. (e) Without limiting or affecting the Security Agent’s right to protect, preserve or enforce its rights under any Security Document, the Security Agent undertakes to each Finance Party not to exercise its rights in respect of any Parallel Debt without the consent of the relevant Finance Parties; and (f) the Security Agent undertakes to pay to the Finance Parties any amount collected or received by it in payment or partial payment of the relevant Parallel Debt and solely for shall distribute any amount so received to the purpose referred to aboveFinance Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations.