Dutch Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to Collateral Agent (the “Dutch Parallel Debt”), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document.
(b) Any amount due and payable by a Loan Party to Collateral Agent under this Section 12.18 shall be decreased to the extent that the Dutch Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18.
(c) Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party.
(d) The rights of the Dutch Secured Parties (other than Collateral Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of Collateral Agent to receive payment under this Section 12.18.
(e) If Collateral Agent resigns, each Loan Party shall execute such documents and take all such other action as is necessary or (in the opinion of Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel Debt.
(f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.
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. Solely for purposes of the Loan Documents governed by the laws of The Netherlands:
(a) Each of the Loan Parties hereby irrevocably and unconditionally agrees to pay to the Collateral Agent an amount equal to the aggregate amount of obligations payable by each such Loan Party in respect of its Corresponding Obligations as they may exist from time to time (each obligation undertaken by any Loan Party being referred to herein as "Parallel Debt"). The Parallel Debt of each Loan Party will be payable in US Dollars.
(b) The Parallel Debt of each Loan Party will become due and payable (opeisbaar) as and when one or more of the Corresponding Obligations of such Loan Party become due and payable under the Loan Documents.
(c) Each of the Loan Parties hereby acknowledges that: 138
(i) its Parallel Debt constitutes an undertaking, obligation and liability of the relevant Loan Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations; and
(ii) its Parallel Debt represents the Collateral Agent's own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt from such Loan Party, it being understood, in each case, that pursuant to this Section 12.23, the amount which may become payable by any Loan Party as its Parallel Debt shall not exceed the total of the amounts which are payable under the Corresponding Obligations of such Loan Party.
(d) For the avoidance of doubt, the parties confirm that the claim of the Collateral Agent against any Loan Party in respect of its Parallel Debt and the claims of any one or more of the Agents or the Lenders against such Loan Party in respect of the Corresponding Obligations payable by such Loan Party to the Agents or Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code and that the provisions relating to common property shall not apply to the Corresponding Obligations. If, however, the claim of the Collateral Agent and the claims of any one or more of the Agents and the Lenders constitute common property and the provisions of common property are applicable, the parties agree that this Section 12.23 shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 of the Netherlands Civil Code.
(e) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt of any Loan...
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. (a) Each Loan Party undertakes with the Agent to pay to the Agent its Dutch Parallel Debts. This subclause (a) is for the purpose of ensuring the validity and effect of any security which is governed by the laws of the Netherlands and granted or to be granted by any Loan Party pursuant to the Loan Documents and without prejudice to the other provisions of the Loan Documents.
(b) Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Agent and any Agent or Lender as joint creditors of any Underlying Debt. If notwithstanding Subclause (b) of this Section 17.15, any Dutch Parallel Debt constitutes the Agent as a joint creditor with any Agent or Lender, the Agent may determine (at its discretion) that that Dutch Parallel Debt and one or more other Dutch Parallel Debts shall be combined into one single Dutch Parallel Debt (a “Combined Dutch Parallel Debt”), whereupon those Dutch Parallel Debts shall be combined into a Combined Dutch Parallel Debt the amount of which shall be equal to the aggregate of the amounts of the Underlying Debts combined into it and which shall, if the Underlying Debts are expressed in different currencies, be expressed in such currencies as the Agent may determine, and which shall, if the Underlying Debts combined into it fall due at different times, fall due in parts corresponding to those Underlying Debts (but otherwise in accordance with Section 2.1), and to which this Agreement shall otherwise apply as if the Dutch Combined Parallel Debt were a Dutch Parallel Debt. If any Underlying Debt is avoided or reduced (other than as a result of payment to, or recovery or discharge by, the Agent or the Lenders to which the Underlying Debt is owed, or otherwise with the consent of that Agent or Lender), then the amount of the Dutch Parallel Debt corresponding to that Underlying Debt shall be equal to the amount which the Underlying Debt would have had if the avoidance or reduction had not occurred.
(c) No Loan Party may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Agent. Without prejudice to the previous sentence, no Loan Party shall be obliged to pay any Dutch Parallel Debt before the corresponding Underlying Debt has fallen due. All payments to be made by a Loan Party in respect of its Dutch Parallel Debts shall be calculated and be made without (and clear of any deduction for) set-off or counterclaim.
(d) Any payment made, or amount recovered, in r...
Dutch Parallel Debt. Section 9.20(a) of the Credit Agreement is incorporated herein by reference.
Dutch Parallel Debt. 138 Section 12.24 Restatement of Prior Financing Agreement............139 SCHEDULE AND EXHIBITS --------------------- Schedule 1.01(A) Lenders and Lenders' Commitments Schedule 1.01(B) Initial Inventory Categories Schedule 1.01(C) Depository Accounts Schedule 1.01(D) Disbursement Accounts 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 D2 Form of Notice of Conversion/Confirmation 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 AMENDED AND RESTATED FINANCING AGREEMENT
Dutch Parallel Debt. (a) Each Dutch Credit Party irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to, and in the currency or currencies of, its Dutch Corresponding Debt (such amounts, its “Dutch Parallel Debt”) on the terms and conditions specified in this Section 12.12.
Dutch Parallel Debt. (a) Each Loan Party irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal to its Dutch Underlying Debts as they may exist from time to time (each a “Dutch Parallel Debt”). Each Dutch Parallel Debt will become due and payable at the same time as the corresponding Dutch Underlying Debt becomes due and payable.
(b) The rights of the Administrative Agent under each Dutch Parallel Debt are its own claims to receive payment from the relevant Loan Party, several and independent from any right that a Secured Party may have under the Loan Documents.
(c) An amount received by the Administrative Agent in discharge of a Dutch Parallel Debt will discharge the corresponding Dutch Underlying Debt in an equal amount.
(d) The aggregate amount outstanding under the Dutch Parallel Debts will never exceed the aggregate amount outstanding under the Dutch Underlying Debts.
(e) For purposes of this Section 10.26, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other agent or Xxxxxx.
