Dutch Parallel Debt. 10.17.1. Each of the Dutch Borrowers and the Company (each a “Parallel Debt Obligor”) hereby irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate amount payable by it from time to time in respect of (a) its Obligations and (b) each Rate Management Transaction entered into by it with any counterparty that was a Lender (or an Affiliate thereof) at the time such Rate Management Transaction was entered into (unless the applicable Lender party thereto agreed in writing not be secured pursuant to this Agreement) (the “Swap Obligations”). The payment undertaking of each Parallel Debt Obligor to the Agent is hereinafter to be referred to as such Parallel Debt Obligor’s “Dutch Parallel Debt”.
10.17.2. The Dutch Parallel Debt of each Parallel Debt Obligor will be payable in the currency or currencies of the corresponding Obligations and Swap Obligations.
10.17.3. Any obligation under the Dutch Parallel Debt of any Parallel Debt Obligor shall become due and payable (opeisbaar) as and when and to the extent one or more of the corresponding Obligations or Swap Obligations become due and payable. The parties hereto agree that a Default in respect of the Obligations or Swap Obligations shall constitute a default (verzuim) within the meaning of Article 3:248 Netherlands Civil Code with respect to the relevant Dutch Parallel Debt of a Parallel Debt Obligor as well without any notice being required therefor.
10.17.4. Each of the parties hereto acknowledges that:
(a) the Dutch Parallel Debt of each Parallel Debt Obligor constitutes an undertaking, obligation and liability of such Parallel Debt Obligor to the Agent which is separate and independent from, and without prejudice to, the Obligations and Swap Obligations; and
(b) the Dutch Parallel Debt of each Parallel Debt Obligor represents the Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Dutch Parallel Debt from such Parallel Debt Obligor and shall not constitute the Agent and any holder of Obligations or Swap Obligations as joint creditors (hoofdelijk schuldeisers) of any Obligation or Swap Obligation, it being understood that the amount which may become payable by a Parallel Debt Obligor as its Dutch Parallel Debt shall never exceed the total of the amounts which are payable by it under its Obligations and Swap Obligations.
10.17.5. For the avoidance of doubt, each Parallel Debt Obligor and the Agent confirm that the claims ...
Dutch Parallel Debt. (a) Each of the Issuers hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the aggregate amount payable (verschuldigd) by it to the Holders under the Notes Obligations, (these payment undertakings to the Collateral Agent hereinafter collectively referred to as the “Parallel Debt Notes Obligations”).
(b) The Parallel Debt Notes Obligations will become due and payable (opeisbaar) immediately upon the Collateral Agent’s first demand, which may be made at any time, as and when one or more of the Notes Obligations becomes due and payable.
(c) Each of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt Notes Obligations constitutes undertakings, obligations and liabilities of the Issuers to the Collateral Agent which are transferable and independent from, and without prejudice to, the corresponding Notes Obligations and (ii) the Parallel Debt Notes Obligations represent the Collateral Agent’s own separate claims to receive payment of the Parallel Debt Notes Obligations from the Issuers, it being understood, that the amounts which may become due and payable by the Issuers in respect of the Parallel Debt Notes Obligations from time to time shall never exceed the aggregate amount which is payable under the Notes Obligations from time to time.
(d) For the avoidance of doubt, each of the parties to this Agreement confirms that the claims of the Collateral Agent against the Issuers in respect of the Parallel Debt Notes Obligations and the claims of any or more of the Holders against the Issuers in respect of the Notes Obligations payable to the Holders do not constitute common property (een gemeenschap) within the meaning of Article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claims of the Collateral Agent and such claims of any one or more of the Holders do constitute such common property and such provisions do apply, the parties to this Agreement agree that the Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 NCC.
(e) For the avoidance of doubt, the parties hereto confirm that this Agreement is not to be construed as an agreement as referred to in Article 6:16 NCC and that Article
Dutch Parallel Debt. Without prejudice to the provisions of this Agreement and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by any of the Obligors under or pursuant to the Security Documents, each of the Beneficiaries hereby acknowledges and consents to BMEBV and to any other Obligor incorporated or established under the laws of the Netherlands (each, a "DUTCH OBLIGOR") that are at any time party to any Security Document, undertaking to pay to Bank of America, National Association, acting in its capacity as Security Trustee, amounts (i) equal to the amounts due from time to time by the Obligors to the Beneficiaries in respect of the Secured Obligations and (ii) due and payable at the same time as the corresponding amounts in respect of the Secured Obligations are or shall be due and payable (such payment undertaking and the obligations and liabilities resulting therefrom being, the "PARALLEL DEBT"). The Beneficiaries hereby agree that the Parallel Debt is a claim of Bank of America, National Association (in its capacity as Security Trustee) which is independent and separate from, and without prejudice to, the claims of Beneficiaries in respect of the Secured Obligations, and is not a claim which is held jointly with the Beneficiaries provided that, to the extent any amounts are paid to Bank of America, National Association under the Parallel Debt or that Bank of America, National Association otherwise receives monies in payment of the Parallel Debt, the total amount due and payable in respect of the Secured Obligations shall be decreased as if the said amounts were received directly in payment of the outstanding Secured Obligations. Bank of America, National Association, acting in its capacity as Security Trustee, hereby agrees to transfer to the Agent for the benefit of the Beneficiaries all proceeds that it receives or recovers from any Dutch Obligor in connection with any enforcement action taken under or pursuant to any Security Document.
Dutch Parallel Debt. (a) This Section applies solely for the purpose of determining Obligations in any Collateral Document that is governed by Dutch Law and, accordingly, the provisions of this Section 11.20 are governed by Dutch Law.
(b) For purposes of this Section 11.20:
(i) The term “Corresponding Debt” shall mean all Obligations, other than the Parallel Debt; and
Dutch Parallel Debt. (a) Each Loan Party irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt.
(b) The Parallel Debt of each Loan Party:
(i) shall become due and payable at the same time as its Corresponding Debt; and
(ii) is independent and separate from, and without prejudice to, its Corresponding Debt.
(c) For purposes of this Section, the Administrative 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 Lender Parties and its claims in respect of each Parallel Debt shall not be held in 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 in accordance with the Loan Documents).
(d) The Parallel Debt of a Loan Party 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 to that its Corresponding Debt has increased, and the Corresponding Debt of a Loan Party 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 Loan Party shall never exceed its Corresponding Debt.
(e) All amounts received or recovered by the Administrative Agent in connection with this Section, to the extent permitted by applicable law, shall be applied in accordance with Section 2.18.
(f) This Section applies solely for the purpose of determining the secured obligations in the Collateral Documents governed by Dutch law.
Dutch Parallel Debt. Section 9.20(a) of the Credit Agreement is incorporated herein by reference.
Dutch Parallel Debt. 132 SCHEDULE AND EXHIBITS Schedule 1.01(A) Lenders and Lenders' Commitments Schedule 1.01(B) Initial Inventory Categories Schedule 6.01(e) Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(o) Real Property Schedule 6.01(q) Operating Lease Obligations Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(u) Bank Accounts Schedule 6.01(v) Intellectual Property Schedule 6.01(w) Material Contracts Schedule 6.01(aa) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(bb) Tradenames Schedule 6.01(cc) Collateral Locations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c)(i) Permitted Dispositions Schedule 7.02(e) Existing Investments Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks and Cash Management Accounts Exhibit A Form of Guaranty Exhibit B Form of Security Agreement Exhibit C Form of Pledge Agreement Exhibit D Form of Notice of Borrowing Exhibit E Form of Borrowing Base Certificate Exhibit F Form of Opinion of Counsel Exhibit G Form of Intercompany Subordination Agreement Exhibit H Form of Assignment and Acceptance Exhibit I Form of Contribution Agreement FINANCING AGREEMENT
Dutch Parallel Debt. For the purposes of creating security rights governed by Dutch law:
(i) Klipsch irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to Administrative Agent (in its own capacity and not as agent (gevolmachtigde) or trustee) an amount equal to the aggregate of all Credit Party Obligations from time to time due in accordance with the terms and conditions of such Credit Party Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, Xxxxxxx's “Dutch Parallel Debt”);
(ii) the Dutch Parallel Debt constitutes obligations and liabilities of Klipsch which are separate and independent from, and without prejudice to, the Credit Party Obligations and the Dutch Parallel Debt represents the Administrative Agent's own independent right to receive payment of the Dutch Parallel Debt from Klipsch, provided that the amounts which are due under the Dutch Parallel Debt under this provision shall always be equal to the amounts which are due from time to time under the Credit Party Obligations;
(iii) the total amount due and payable in respect of the Credit Party Obligations shall be decreased to the extent that the Administrative Agent receives any amount in payment of the Dutch Parallel Debt, as if such amount were received by any Lender in payment of the corresponding Credit Party Obligations;
(iv) the total amount due and payable by Klipsch under the Dutch Parallel Debt shall be decreased to the extent that any Lender receives any amount in payment of the Credit Party Obligations (other than by virtue of clause (iii) above); and
(v) The Administrative Agent shall distribute any amount received in payment of the Dutch Parallel Debt among the Lenders that are the creditors of the relevant Credit Party Obligations in accordance with the provisions of this Agreement as if received by it in payment of the relevant Credit Party Obligations.
Dutch Parallel Debt. (a) Each of Dutch Holdings, Colt Defense Technical Services LLC and each Borrower hereby irrevocably and unconditionally, jointly and severally, undertakes to pay to the Agent an amount equal to the aggregate of all Principal Obligations under or in connection with each or any of the Loan Documents due and payable but unpaid (the “Parallel Debt”).
(b) The Parallel Debt constitutes obligations and liabilities of Colt Netherlands, Colt Defense Technical Services LLC and each Borrower to the Agent that are separate and independent from, and without prejudice to, the Principal Obligations and the Parallel Debt represents the Agent’s own independent right to receive payment of the Parallel Debt from Colt Netherlands, Colt Defense Technical Services LLC and each Borrower, respectively.
(c) Notwithstanding paragraph (b) above, if the Agent receives or recovers any amount in respect of the Parallel Debt, the Principal Obligations decrease by that amount as if that amount was received or recovered directly in payment of the Principal Obligations.”
Dutch Parallel Debt. Section 15 of the Credit Agreement is hereby amended by adding the following new Section 15.20 at the end of such Section:
