Common use of Dutch Parallel Debts Clause in Contracts

Dutch Parallel Debts. (a) Each of the Company and the Guarantors which agrees to provide security pursuant to a Collateral Document governed by the laws of the Netherlands (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay (each such payment undertaking by a Dutch Collateral Party, a “Parallel Debt”) to the Collateral Agent amounts equal to the amounts due by that Dutch Collateral Party in respect of its Corresponding Obligations as they may exist from time to time. (b) The Parallel Debt of each Dutch Collateral Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. Each of the parties to this Agreement hereby acknowledges that: (1) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Dutch Collateral Party; (2) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this paragraph, the amount which may become payable by each Dutch Collateral Party by way of Parallel 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 time; and (3) notwithstanding anything to the contrary set forth in (c) below, each agreement or instrument evidencing Parallel Debt, to the extent such instrument or agreement references U.S. Bank National Association as the holder of such Parallel Debt, shall be deemed to reference U.S. Bank National Association not in its individual capacity but as Collateral Agent hereunder. (c) An amount paid by the Company or any Guarantor to the Collateral Agent in respect of the Parallel Debt will discharge the liability of the Dutch Collateral Parties under the Corresponding Obligations in an equal amount. For the purpose of this Section 11.12, the Collateral Agent acts in its own name and for itself and not as agent, trustee or representative of any other party.

Dutch Parallel Debts. (a) Each Loan Party undertakes with the Collateral Agent to pay to the Collateral Agent its Dutch Parallel Debts. This subclause (a) is for the purpose of ensuring the Company validity and the Guarantors effect of any security which agrees to provide security pursuant to a Collateral Document 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 Collateral Agent and any Agent or Lender as joint creditors of any Underlying Debt. (c) If notwithstanding Subclause (b) of this Section 10.22, any Dutch Parallel Debt constitutes the Collateral Agent as a joint creditor with any Agent or Lender, the Collateral 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 Collateral Party”) hereby irrevocably and unconditionally undertakes to pay (each such payment undertaking by a Dutch Collateral Party, a “Parallel Debt”) to ), whereupon those Dutch Parallel Debts shall be combined into a Combined Dutch Parallel Debt, the Collateral Agent amounts amount of which shall be equal to the aggregate of the amounts due of the Underlying Debts combined into it and which shall, if the Underlying Debts are expressed in - 121 - *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (d) No Loan Party may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Collateral 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 that Dutch Collateral a Loan Party in respect of its Corresponding Obligations as they may exist from time to timeDutch Parallel Debts shall be calculated and be made without (and clear of any deduction for) set-off or counterclaim. (be) The Parallel Debt of each Dutch Collateral Party will be payable in the currency Any payment made, or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. Each of the parties to this Agreement hereby acknowledges that: (1) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Dutch Collateral Party; (2) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Dutch Collateral Party, it being understoodamount recovered, in each case, that pursuant respect of a Loan Party’s Dutch Parallel Debts shall reduce the Underlying Debts owed to this paragraph, an Agent or Lender by the amount which may become payable by each Dutch Collateral Party by way of Parallel Debts shall not exceed at any time the total of the amounts which are payable under that Agent or in connection with the Corresponding Obligations Lender has received out of that Dutch Collateral Party at such time; and (3) notwithstanding anything payment or recovery under the Loan Documents. Notwithstanding any provision to the contrary set forth in (c) belowany Loan Document, each agreement or instrument evidencing Parallel Debt, in relation to the extent such instrument or agreement references U.S. Bank National Association as the holder of such Dutch Parallel Debt, shall be deemed to reference U.S. Bank National Association not in its individual capacity but as Collateral Agent hereunder. (c) An amount paid Debts and any security governed by the Company or any Guarantor to the Collateral Agent in respect laws of the Parallel Debt will discharge the liability of the Dutch Collateral Parties under the Corresponding Obligations in an equal amount. For the purpose of this Section 11.12Netherlands, the Collateral Agent acts shall act in its own name and for itself and not as agentagent (but always for the benefit of the Agents and Lenders in accordance with the provisions of the Loan Documents), trustee and the rights, powers and authorities vested in the Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law. If the Collateral Agent resigns in accordance with Section 9.7, each Loan Party shall execute such documents and take all such other action as is necessary or representative (in the opinion of the Collateral Agent or successor Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debts and as beneficiary of any other partysecurity securing the Dutch Parallel Debts.

Dutch Parallel Debts. (a) Each Loan Party undertakes with the Collateral Agent to pay to the Collateral Agent its Dutch Parallel Debts. This subclause (a) is for the purpose of ensuring the Company validity and the Guarantors effect of any security which agrees to provide security pursuant to a Collateral Document 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 Collateral Agent and any Agent or Lender as joint creditors of any Underlying Debt. (c) If notwithstanding Subclause (b) of this Section 10.22, any Dutch Parallel Debt constitutes the Collateral Agent as a joint creditor with any Agent or Lender, the Collateral 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 Collateral Party”) hereby irrevocably and unconditionally undertakes to pay (each such payment undertaking by a Dutch Collateral Party, a “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 Collateral Agent amounts 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 2.10), 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 amounts due amount which the Underlying Debt would have had if the avoidance or reduction had not occurred. (d) No Loan Party may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Collateral 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 that Dutch Collateral a Loan Party in respect of its Corresponding Obligations as they may exist from time to timeDutch Parallel Debts shall be calculated and be made without (and clear of any deduction for) set-off or counterclaim. (be) The Parallel Debt of each Dutch Collateral Party will be payable in the currency Any payment made, or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. Each of the parties to this Agreement hereby acknowledges that: (1) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Dutch Collateral Party; (2) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Dutch Collateral Party, it being understoodamount recovered, in each case, that pursuant respect of a Loan Party’s Dutch Parallel Debts shall reduce the Underlying Debts owed to this paragraph, an Agent or Lender by the amount which may become payable by each Dutch Collateral Party by way of Parallel Debts shall not exceed at any time the total of the amounts which are payable under that Agent or in connection with the Corresponding Obligations Lender has received out of that Dutch Collateral Party at such time; and (3) notwithstanding anything payment or recovery under the Loan Documents. Notwithstanding any provision to the contrary set forth in (c) belowany Loan Document, each agreement or instrument evidencing Parallel Debt, in relation to the extent such instrument or agreement references U.S. Bank National Association as the holder of such Dutch Parallel Debt, shall be deemed to reference U.S. Bank National Association not in its individual capacity but as Collateral Agent hereunder. (c) An amount paid Debts and any security governed by the Company or any Guarantor to the Collateral Agent in respect laws of the Parallel Debt will discharge the liability of the Dutch Collateral Parties under the Corresponding Obligations in an equal amount. For the purpose of this Section 11.12Netherlands, the Collateral Agent acts shall act in its own name and for itself and not as agentagent (but always for the benefit of the Agents and Lenders in accordance with the provisions of the Loan Documents), trustee and the rights, powers and authorities vested in the Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law. If the Collateral Agent resigns in accordance with Section 9.7, each Loan Party shall execute such documents and take all such other action as is necessary or representative (in the opinion of the Collateral Agent or successor Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debts and as beneficiary of any other partysecurity securing the Dutch Parallel Debts. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.