Parallel Debt Provisions Sample Clauses
A Parallel Debt Provision is a contractual mechanism used in syndicated lending arrangements to create a separate and independent payment obligation from the borrower to the security agent, in addition to the borrower's obligations to the individual lenders. This provision ensures that the security agent has a direct claim against the borrower for the full amount of the outstanding debt, which mirrors the borrower's obligations to the lenders. By establishing this parallel obligation, the clause facilitates the enforcement of security interests and helps overcome legal challenges in jurisdictions where the security agent might otherwise lack standing to enforce the debt, thereby ensuring effective collective action and protection for all lenders.
Parallel Debt Provisions. (a) For the purpose of ensuring and preserving the validity and enforceability of any of the security rights created under the Dutch Pledge Agreement, the Borrower and each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to the aggregate amount payable by such Credit Party in respect of its Secured Obligations as they may exist from time to time (each undertaking, a “Parallel Debt”). Each Parallel Debt will be payable in the currency of the relevant Secured Obligation. Each Parallel Debt of a Credit Party will become due and payable as and when the relevant Secured Obligation of such Credit Party becomes due and payable.
(b) Each of the parties hereto hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Secured Obligations; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of that Parallel Debt from the relevant Credit Party, it being understood, in each case, that the amount which may become payable by a Credit Party as its Parallel Debt shall never exceed the total of the amounts which are payable under the Secured Obligations of such Credit Party.
(c) For the avoidance of doubt, the Parties confirm that the claim of the Collateral Agent against a Credit Party in respect of a Parallel Debt and the claims of any one or more of the Secured Creditors against such Credit Party in respect of the Secured Obligations payable by such Credit Party to such Secured Creditors do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Dutch Civil Code and that the provisions relating to common property shall not apply. If, however, it shall be held that the claim of the Collateral Agent and the claims of any one or more of the Secured Creditors do constitute common property and the provisions of common property do apply, the Lenders, the Administrative Agent and the Collateral Agent agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 of the Dutch Civil Code.
(d) To the extent the Collateral Agent irrevocably receives any amount in payment of the Parallel Debt of a Credit Party, the Collateral Agent shall distribute that amount among the Secured Creditors that...
Parallel Debt Provisions. Each of the parties hereby agrees to the provisions on “parallel debt” set out in Schedule 9.14 as if the same were set out in full herein, and such provisions are hereby incorporated herein by reference.
Parallel Debt Provisions. [As per Existing Common Agreement]
Parallel Debt Provisions. EXHIBITS: Exhibit A-1 – Form of Assignment and Assumption Exhibit A-2 – Form of Affiliated Lender Assignment and Assumption Exhibit B – Form of Borrowing Request Exhibit C – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – Form of Environmental Compliance Certificate Exhibit F – [Reserved] Exhibit G – Form of Promissory Note Exhibit H – [Reserved] Exhibit I – Form of Guaranty Agreement Exhibit J – Form of First Lien Intercreditor Agreement Exhibit K – Form of Junior Lien Intercreditor Agreement Exhibit L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Exhibit L-2 – Partnerships For U.S. Federal Income Tax Purposes) Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Exhibit L-3 – Not Partnerships For U.S. Federal Income Tax Purposes) Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Exhibit L-4 – Partnerships For U.S. Federal Income Tax Purposes) Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Exhibit M – Partnerships For U.S. Federal Income Tax Purposes) Form of Solvency Certificate Exhibit N _ Form of Agency Transfer Agreement Mar 1S2c,h2e0du2l4e 17.:0515(bP) M E–DT Commitment Schedule Mar 12, 2024 7:55 PM EDT Apollo Mar 12, 2024 7:55 PM EDT v confidential AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT confidential ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ApAoMlloENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as ofAJpaonullaory 29, Mar 1220,2240(2th4is7“:A55grPeeMmeEnDt”T), by and among Digicel Intermediate Holdings LimitMeda, ra 1B2er,m2u0d2a4ex7e:5m5ptPedM EDT company (“Holdings”), Digicel International Finance Limited, a Bermuda exempted company (the “Borrower”), DIFL US LLC, a Delaware limited liability company (the “Co-Borrower”), the Lenders from time to time party hereto, and Wilmington Savings Fund Society, FSB (“WSFS”), in its capacities as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with each additional collateral agent appointed hereunder from time to time, a “Collateral Agent” and collectively, the “Collateral Agents”).
Parallel Debt Provisions