Parallel Debt. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent and that, accordingly, the Collateral Agent will have its own independent right to demand performance by such Loan Party of those obligations (the “Acknowledgement”), provided that in no event shall the European Borrower or any Foreign Guarantor be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term A-1 Facility, the Term B Facility, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trust.
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) For the purpose of ensuring the validity and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent under this Section 10.19(a) is hereinafter to be referred to as the “Parallel Debt”.
(b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required.
(c) Each of the parties to this Agreement hereby acknowledges that (i) the Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and (ii) the Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the Borrower, it being understood, in each case, that (A) the amount which may become payable by the Borrower as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations plus the Secured Obligations ever exceed, or, for any purpose whatsoever, be deemed to exceed, the an amount equal to aggregate outstanding amount of the Secured Obligations.
(d) To the extent the Administrative Agent receives any amount in payment of the Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each of the parties to this Agreement hereby agrees that upon receipt by the Administrative Agent of any amount in payment of the Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, pro rata in resp...
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) 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.
Parallel Debt. (a) For purposes of this Section 10.22, (i) “Corresponding Debt” means all Obligations which any Loan Party owes to any Secured Party and (ii) “Parallel Debt” means any amount which a Loan Party owes to the Collateral Agent under this Section 10.22.
Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any right of pledge governed by Netherlands law, each Parallel Debt Loan Party irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to, and in the currency or currencies of, its Obligations.
(b) The Parallel Debt of each Parallel Debt Loan Party (i) shall become due and payable at the same time as its Obligations and (ii) is independent and separate from, and without prejudice to, its Obligations.
(c) For purposes of this Section 11.25, the Collateral Agent: (i) is the independent and separate creditor of each Parallel Debt; (ii) acts in its own name and not as agent, representative or trustee of the Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iii) 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).
(d) The Parallel Debt of a Parallel Debt Loan Party shall be (i) decreased to the extent that its Obligations have been irrevocably and unconditionally paid or discharged and (ii) increased to the extent to that its Obligations have increased, and the Obligations of a Parallel Debt Loan Party shall be (A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (B) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Parallel Debt Loan Party shall never exceed its Obligations.
(e) All amounts received or recovered by the Collateral Agent in connection with this Section, to the extent permitted by applicable law, shall be applied in accordance with terms of this Agreement.”
(hh) Article XI of the Amended and Restated Credit Agreement is hereby amended by adding the following new Section 11.26 as follows:
Parallel Debt. (a) To ensure the validity and enforceability of any International Security Documents governed by the laws of the Netherlands, each International Loan Party hereby irrevocably and unconditionally undertakes to pay to the International Collateral Agent amounts equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the International Collateral Agent hereby accepts. Each payment undertaking of an International Loan Party to the International Collateral Agent under this Section 10.12 is hereinafter to be referred to as a “Parallel Debt”. The Parallel Debt will become due and payable immediately as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any notice being required The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable.
(b) Each of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and liability of the applicable International Loan Party to the International Collateral Agent that is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; (ii) the International Collateral Agent acts in its own name and not as agent, representative or trustee of the International Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iii) the Parallel Debt represents the International Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the applicable International Loan Party.
(c) To the extent the International Collateral Agent receives any amount in payment of a Parallel Debt of an International Loan Party, the International Collateral Agent shall distribute such amount among the International Secured Parties who are creditors of the Corresponding Obligations of that International Loan Party in accordance with the terms of this Agreement, as if such amount were received by the International Collateral Agent in payment of the Corresponding Obligation to which it corresponds..
(d) The...
Parallel Debt. 29.6.1 Each of the Obligors hereby agrees and covenants with the Security Agent by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) that each of them shall pay to the Security Agent sums equal to, and in the currency of, any sums owing by it to a Secured Party (other than the Security Agent) under any Finance Document (the "Principal Obligations") as and when the same fall due for payment under the relevant Finance Document (the "Parallel Obligations").
29.6.2 The Security Agent shall have its own independent right to demand payment of the Parallel Obligations by the Obligors. The rights of the Secured Parties to receive payment of the Principal Obligations are several from the rights of the Security Agent to receive the Parallel Obligations.
29.6.3 The payment by an Obligor of its Parallel Obligations to the Security Agent in accordance with this Clause 29.6 shall be a good discharge of the corresponding Principal Obligations and the payment by an Obligor of its corresponding Principal Obligations in accordance with the provisions of the Finance Documents shall be a good discharge of the relevant Parallel Obligations.
29.6.4 Despite the foregoing, any such payment shall be made to the Agent, unless the Agent directs such payment to be made to the Security Agent.
Parallel Debt. (a) In this Section the following definitions have the following meanings:
