Parallel Debt (Covenant to pay the Security Trustee. (a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt. (b) The Parallel Debt of an Obligor: (i) shall become due and payable at the same time as its Corresponding Debt; (ii) is independent and separate from, and without prejudice to, its Corresponding Debt. (c) For purposes of this Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)), the Security Trustee: (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 an Obligor shall be: (i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and (ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor 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 an Obligor shall never exceed its Corresponding Debt. (e) All amounts received or recovered by the Security Trustee in connection with this Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 19 (Application of Sums Received). (f) This Clause 26.2 (
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Samples: Loan Agreement (Prestige Cruises International, Inc.)
Parallel Debt (Covenant to pay the Security Trustee. (a) Each Notwithstanding any other provision of this Agreement, each Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Trustee Trustee, as creditor in its Parallel Debt which shall be amounts own right and not as representative of the other Finance Parties, sums equal to, to and in the currency of each amount payable by such Obligor to each of the Finance Parties under each of the Finance Documents as and when that amount falls due for payment under the relevant Finance Document or currencies ofwould have fallen due but for any discharge resulting from failure of another Finance Party to take appropriate steps, in insolvency proceedings affecting that Obligor, to preserve its Corresponding Debtentitlement to be paid that amount.
(b) The Parallel Debt Security Trustee shall have its own independent right to demand payment of an the amounts payable by each Obligor under this Clause 29.6, irrespective of any discharge of such Obligor:'s obligation to pay those amounts to the other Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Obligor, to preserve their entitlement to be paid those amounts.
(ic) shall become Any amount due and payable at by an Obligor to the same time as its Corresponding Debt;Security Trustee under this Clause 29.6 shall be decreased to the extent that the other Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any amount due and payable by an Obligor to the other Finance Parties under those provisions shall be decreased to the extent that the Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Clause 29.6.
(iid) is The rights of the Finance Parties (other than the Security Trustee) to receive payment of amounts payable by each Obligor under the Finance Documents are several and are separate and independent and separate from, and without prejudice to, its Corresponding Debt.
(c) For purposes the rights of this Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)), the Security Trustee:
(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 an Obligor shall be:
(i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor 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 an Obligor shall never exceed its Corresponding Debt.
(e) All amounts received or recovered by the Security Trustee in connection with to receive payment under this Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 19 (Application of Sums Received)29.6.
(f) This Clause 26.2 (
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Parallel Debt (Covenant to pay the Security Trustee. (a) Each 30.19.1 Notwithstanding any other provisions of this Agreement, each Obligor hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Security Trustee its Parallel Debt which shall be amounts an amount equal to, to and in the currency or currencies of, its Corresponding Debt.
of the aggregate amount payable by it to any Secured Creditor under any Finance Document (bthe “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of an Obligor:
(i) each Obligor shall become due and payable at the same time as and when its Corresponding Debt;Principal Obligations become due and payable.
30.19.2 The Parties acknowledge that:
(iiA) the Parallel Debt of each Obligor:
(1) constitutes an undertaking, obligation and liability of such Obligor to the Security Trustee (in its personal capacity and not in its capacity as agent) which is separate and independent and separate from, and without prejudice to, its Corresponding Principal Obligations; and
(2) represents the Security Trustee’s own claim to receive payment of such Parallel Debt from such Obligor; and
(B) the Security created under the Finance Documents to secure the Parallel Debt is granted to the Security Trustee in its capacity as sole creditor of the Parallel Debt.
30.19.3 The Parties agree that:
(cA) the Parallel Debt of each Obligor shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged;
(B) the Principal Obligations of each Obligor shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged; and
(C) the amount payable under the Parallel Debt of each Obligor shall at no time exceed the amount payable under its Principal Obligations.
30.19.4 Any amount received or recovered by the Security Trustee in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document.
30.19.5 The rights of the Secured Creditors (other than the Security Trustee) to receive payment of the Principal Obligations of each Obligor are several and separate and independent from, and without prejudice to, the rights of the Security Trustee to receive payment under the Parallel Debt.
30.19.6 The Parties agrees that the claim of the Security Trustee in respect of the Parallel Debt of each Obligor and the claims of any one or more of the Secured Creditors under the Principal Obligations do not constitute common property (gemeenschap) within the meaning of section 3:166 of the Netherlands Civil Code and that the provisions relating to common property shall not apply. Should a court determine that the claim of the Security Trustee and the claims of any one or more of the Secured Creditors under the Principal Obligations do constitute common property and the provisions of common property do apply, the Secured Creditors agree that this Agreement together with the Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of section 3:168 of the Netherlands Civil Code.
30.19.7 For the purposes of this Clause 26.2 30.19 (Parallel Debt (Covenant to pay the Security Trustee)), “Finance Documents” has the Security Trustee:
(i) is meaning given to that term in 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)Intercreditor Agreement.
(d) The Parallel Debt of an Obligor shall be:
(i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor 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 an Obligor shall never exceed its Corresponding Debt.
(e) All amounts received or recovered by the Security Trustee in connection with this Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 19 (Application of Sums Received).
(f) This Clause 26.2 (
Appears in 1 contract
Samples: Junior Credit Agreement (Endeavour International Corp)
Parallel Debt (Covenant to pay the Security Trustee. (a) Each Notwithstanding any other provision of this Agreement, each Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Trustee Trustee, as creditor in its Parallel Debt which shall be amounts own right and not as representative of the other Secured Parties, sums equal to, to and in the currency of each amount payable by such Obligor to each of the Secured Parties under each of the Finance Documents as and when that amount falls due for payment under the relevant Finance Document or currencies ofwould have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Obligor, to preserve its Corresponding Debt.entitlement to be paid that amount. 118798-4-4-v5.0 - 19 - 70-40539524
(b) The Parallel Debt Security Trustee shall have its own independent right to demand payment of an Obligor:
(i) shall become due and the amounts payable at the same time as its Corresponding Debt;
(ii) is independent and separate from, and without prejudice to, its Corresponding Debt.
(c) For purposes of by each Obligor under this Clause 26.2 14.2 (Parallel Debt (Covenant to pay the Security Trustee)), irrespective of any discharge of such Obligor’s obligation to pay those amounts to the Security Trustee:
(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 other Secured Parties and its claims resulting from failure by them to take appropriate steps, in respect of each Parallel Debt shall not insolvency proceedings affecting that Obligor, to preserve their entitlement to 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)paid those amounts.
(dc) The Parallel Debt of Any amount due and payable by an Obligor shall be:
(i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor 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 an Obligor shall never exceed its Corresponding Debt.
(e) All amounts received or recovered by the Security Trustee in connection with under this Clause 26.2 14.2 (Parallel Debt (Covenant to pay the Security Trustee)) shall be decreased to the extent permitted that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any amount due and payable by applicable law, an Obligor to the other Secured Parties under those provisions shall be applied decreased to the extent that the Security Trustee has received (and is able to retain) payment in accordance with full of the corresponding amount under this Clause 19 14.2 (Application of Sums ReceivedParallel Debt (Covenant to pay the Security Trustee)).
(fd) This The rights of the Secured Parties (other than the Security Trustee) to receive payment of amounts payable by each Obligor under the Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Security Trustee to receive payment under this Clause 26.2 14.2 (Parallel Debt (Covenant to pay the Security Trustee)). Each Obligor’s parallel obligation under this Clause 14.2 (Parallel Debt (Covenant to pay the Security Trustee)) towards the Security Trustee constitutes a single and separate obligation from any other debt of each Obligor under the Finance Documents.
(e) Notwithstanding that the amounts payable by each Obligor under the Finance Documents (the “Principal Obligations”) may be expressed in different currencies, the parallel obligation of each Obligor to the Security Trustee under this Clause 14.2 (Parallel Debt (Covenant to pay the Security Trustee)) (each a “Parallel Obligation”) shall be expressed in dollars. For the purposes of establishing the amount of the Parallel Obligation from time to time, the Principal Obligations expressed in other currencies shall be notionally converted to zloty at the Agent’s Spot Rate of Exchange.
Appears in 1 contract
Samples: Intercreditor Deed (Fx Energy Inc)