Common use of Dutch Parallel Debt Clause in Contracts

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 Party, the Collateral Agent shall distribute that amount among the Agents and the Lenders in accordance with the other provisions of the Loan Documents. Upon irrevocable receipt by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), the Corresponding Obligations of such Loan Party to the Agents and Lenders shall be reduced on the date of receipt by the Collateral Agent by an amount equal to the Received Amount in a manner as if the Deductible Amount were received as payment of the Corresponding Obligations. (f) Solely for purposes of this Section 12.23, a "Corresponding Obligation" means the Obligations.

Dutch Parallel Debt. Solely for For the purposes of the Loan Documents creating security rights governed by the laws of The NetherlandsDutch law: (a) Each of the Loan Parties hereby Klipsch irrevocably and unconditionally agrees undertakes, as far as necessary in advance, to pay to the Collateral Administrative Agent (in its own capacity and not as agent (gevolmachtigde) or trustee) an amount equal to the aggregate amount of obligations payable by each such Loan all Credit Party in respect of its Corresponding Obligations as they may exist from time to time due in accordance with the terms and conditions of such Credit Party Obligations (each obligation undertaken by any Loan Party being referred to herein as "such payment undertaking and the obligations and liabilities which are the result thereof, Klipsch’s “Dutch 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 Dutch Parallel Debt constitutes an undertaking, obligation obligations and liability liabilities of the relevant Loan Party to the Collateral Agent Klipsch which is are separate and independent from, and without prejudice to, the Corresponding Obligations; and (ii) its Credit Party Obligations and the Dutch Parallel Debt represents the Collateral Administrative Agent's ’s own separate and independent claim (eigen en zelfstandige vordering) right to receive payment of such the Dutch Parallel Debt from such Loan PartyKlipsch, it being understood, in each case, provided 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 due under the Corresponding Obligations of such Loan Party.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; (dc) 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 total amount due and the claims of any one or more of the Agents or the Lenders against such Loan Party payable in respect of the Corresponding Credit Party Obligations payable by such Loan Party shall be decreased to the Agents or Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code and extent that the provisions relating to common property shall not apply to the Corresponding Obligations. If, however, the claim of the Collateral Administrative 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 Dutch Parallel Debt, as if such amount were received by any Lender in payment of the corresponding Credit Party Obligations; (d) 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 any Loan Party, the Collateral Credit Party Obligations (other than by virtue of clause (c) above); and (e) The Administrative Agent shall distribute that any amount received in payment of the Dutch Parallel Debt among the Agents and Lenders that are the Lenders creditors of the relevant Credit Party Obligations in accordance with the other provisions of the Loan Documents. Upon irrevocable receipt this Agreement as if received by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), the Corresponding Obligations of such Loan relevant Credit Party to the Agents and Lenders shall be reduced on the date of receipt by the Collateral Agent by an amount equal to the Received Amount in a manner as if the Deductible Amount were received as payment of the Corresponding Obligations. (f) Solely for purposes of this Section 12.23, a "Corresponding Obligation" means the Obligations.

Dutch Parallel Debt. Solely for purposes of the Loan Documents governed by the laws of The Netherlands: (aA) Each of the Loan Parties Dutch Collateral Party party hereto hereby irrevocably and unconditionally agrees undertakes to pay (each such payment undertaking by a Dutch Collateral Party, a “Parallel Debt”) to the Collateral Administrative Agent an amount amounts equal to the aggregate amount of obligations payable amounts due by each such Loan that Dutch Collateral 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")time. The Parallel Debt of each Loan Dutch Collateral Party will be payable in US Dollars. (b) The Parallel Debt the currency or currencies of each Loan Party the Corresponding Obligations and will become due and payable (opeisbaar) as and when one or more of and to the extent the relevant Corresponding Obligations of such Loan Party become due and payable under the Loan Documents. (c) payable. Each of the Loan Parties parties to this Guaranty hereby acknowledges that: 138: (i) its each Parallel Debt constitutes an undertaking, obligation and liability of the relevant Loan Party to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding ObligationsObligations of the relevant Dutch Collateral Party; and (ii) its each Parallel Debt represents the Collateral Administrative Agent's ’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such the Parallel Debt from such Loan the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this Section 12.23paragraph, the amount which may become payable by any Loan each Dutch Collateral Party as its by way of Parallel Debt Debts shall not exceed at any time the total of the amounts which are payable under or in connection with the Corresponding Obligations of that Dutch Collateral Party at such Loan Partytime. (dB) For the avoidance of doubt, the parties confirm that the claim of the Collateral Agent against any An amount paid by a Loan Party in respect of its Parallel Debt and to the claims of any one or more of the Agents or the Lenders against such Loan Party Administrative Agent 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 Party, will discharge the Collateral Agent shall distribute that amount among the Agents and the Lenders in accordance with the other provisions liability of the Loan Documents. Upon irrevocable receipt by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), Parties under the Corresponding Obligations of such Loan Party to in an equal amount. For the Agents and Lenders shall be reduced on the date of receipt by the Collateral Agent by an amount equal to the Received Amount in a manner as if the Deductible Amount were received as payment of the Corresponding Obligations. (f) Solely for purposes purpose of this Section 12.2333, a "Corresponding Obligation" means the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Holder of Guaranteed Obligations.

Dutch Parallel Debt. Solely for For the purposes of the Loan Documents creating security rights governed by the laws of The NetherlandsDutch law: (ai) Each of the Loan Parties hereby Klipsch irrevocably and unconditionally agrees undertakes, as far as necessary in advance, to pay to the Collateral Administrative Agent (in its own capacity and not as agent (gevolmachtigde) or trustee) an amount equal to the aggregate amount of obligations payable by each such Loan all Credit Party in respect of its Corresponding Obligations as they may exist from time to time due in accordance with the terms and conditions of such Credit Party Obligations (each obligation undertaken by any Loan Party being referred to herein as "such payment undertaking and the obligations and liabilities which are the result thereof, Xxxxxxx's “Dutch Parallel Debt"”). The Parallel Debt of each Loan Party will be payable in US Dollars.; (bii) 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 Dutch Parallel Debt constitutes an undertaking, obligation obligations and liability liabilities of the relevant Loan Party to the Collateral Agent Klipsch which is are separate and independent from, and without prejudice to, the Corresponding Obligations; and (ii) its Credit Party Obligations and the Dutch Parallel Debt represents the Collateral Administrative Agent's own separate and independent claim (eigen en zelfstandige vordering) right to receive payment of such the Dutch Parallel Debt from such Loan PartyKlipsch, it being understood, in each case, provided 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 due under the Corresponding Obligations of such Loan Party.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; (diii) 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 total amount due and the claims of any one or more of the Agents or the Lenders against such Loan Party payable in respect of the Corresponding Credit Party Obligations payable by such Loan Party shall be decreased to the Agents or Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code and extent that the provisions relating to common property shall not apply to the Corresponding Obligations. If, however, the claim of the Collateral Administrative 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 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 any Loan Party, the Collateral Credit Party Obligations (other than by virtue of clause (iii) above); and (v) The Administrative Agent shall distribute that any amount received in payment of the Dutch Parallel Debt among the Agents and Lenders that are the Lenders creditors of the relevant Credit Party Obligations in accordance with the other provisions of the Loan Documents. Upon irrevocable receipt this Agreement as if received by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), the Corresponding Obligations of such Loan relevant Credit Party to the Agents and Lenders shall be reduced on the date of receipt by the Collateral Agent by an amount equal to the Received Amount in a manner as if the Deductible Amount were received as payment of the Corresponding Obligations. (f) Solely for purposes of this Section 12.23, a "Corresponding Obligation" means the Obligations.

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 125 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 Party, the Collateral Agent shall distribute that amount among the Agents and the Lenders in accordance with the other provisions of the Loan Documents. Upon irrevocable receipt by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), the Corresponding Obligations of such Loan Party to the Agents and Lenders shall be reduced on the date of receipt by the Collateral Agent by an amount equal to the Received Amount in a manner as if the Deductible Amount were received as payment of the Corresponding Obligations. (f) Solely for purposes of this Section 12.23, a "Corresponding Obligation" means the Obligations.. 126

Dutch Parallel Debt. Solely for purposes of the Loan Documents governed by the laws of The Netherlands: (a) Each of the Loan Parties The Borrower hereby irrevocably and unconditionally agrees undertakes to pay to the Collateral Administrative Agent an amount amounts 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 payable (each obligation undertaken by verschuldigd) to any Loan Party being of the Secured Parties under or pursuant to the Obligations (such payment undertaking to the Administrative Agent hereinafter referred to herein as "Parallel Debt"). The the “Parallel Debt of each Loan Party will be payable in US DollarsObligations”). (b) The Parallel Debt of each Loan Party Obligations will become due and payable (opeisbaar) immediately upon the Administrative Agent’s first demand, which may be made at any time, as and when one or more of the Corresponding Obligations of such Loan Party become becomes due and payable under the Loan Documentspayable. (c) Each of the Loan Parties parties to this Agreement hereby acknowledges that: 138 that (iA) its the Parallel Debt constitutes an undertakingObligations constitute undertakings, obligation obligations and liability liabilities of the relevant Loan Party Borrower to the Collateral Administrative Agent which is separate that are transferable and independent from, and without prejudice to, the Corresponding Obligations; and corresponding Obligations and (iiB) its the Parallel Debt represents Obligations represent the Collateral Administrative Agent's ’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such the Parallel Debt Obligations from such Loan Partythe Borrower, it being understood, in each case, understood that the amount that is or may become due and payable by the Borrower under or pursuant to this Section 12.23, the amount which may become payable by any Loan Party as its Parallel Debt Obligations from time to time shall not never exceed the total of the amounts which are aggregate amount that is payable under the Corresponding Obligations of such Loan Partyfrom time to time. (d) For the avoidance of doubt, each of the parties confirm to this Agreement confirms that the claim claims of the Collateral Administrative Agent against any Loan Party the Borrower in respect of its the Parallel Debt Obligations and the claims of any one or more of the Agents Secured Parties against the Borrower under or pursuant to the Lenders against such Loan Party in respect of the Corresponding Obligations payable by to such Loan Party to the Agents or Lenders Secured Parties do not constitute common property (een gemeenschap) within the meaning of article Article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to such common property shall not apply to the Corresponding Obligationsapply. If, however, the claim it would be held that such claims of the Collateral Administrative Agent and the such claims of any one or more of the Agents and the Lenders Secured Parties do constitute such common property and the such provisions of common property are applicabledo apply, the parties to this Agreement agree that this Section 12.23 Agreement and the Collateral Agreement shall constitute the an administration agreement (beheersregeling) within the meaning of article Article 3:168 of the Netherlands Civil CodeNCC. (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 6:16 NCC shall not apply, and therefore that the provisions relating to common property (een gemeenschap) within the meaning of Article 3:166 NCC shall not apply by analogy to the relationship between the Secured Parties on the one hand, and the Borrower as debtor of the Parallel Debt Obligations, on the other hand. (f) To the extent the Collateral Administrative Agent irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt of any Loan PartyObligations (the “Received Amount”), the Collateral Administrative Agent shall distribute that such amount among the Agents and the Lenders Secured Parties in accordance with the other provisions of the Loan DocumentsCollateral Agreement. Upon irrevocable (onaantastbaar) receipt by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), the Corresponding Obligations of such Loan Party to the Agents and Lenders shall be reduced on the date of receipt by the Collateral Agent by an aggregate amount (the “Deductible Amount”) equal to the Received Amount in a the manner as if the Deductible Amount were received as a payment of the Corresponding ObligationsObligations on the date of receipt by the Administrative Agent of the Received Amount. (f) Solely for purposes of this Section 12.23, a "Corresponding Obligation" means the Obligations.