Common use of Dutch Parallel Debts Clause in Contracts

Dutch Parallel Debts. (a) Each Grantor undertakes to the Administrative Agent to pay to the Administrative Agent its Dutch Parallel Debts. This clause (a) is (i) for the purpose of ensuring the validity and effect of any Lien governed by Dutch law and granted or to be granted by any Grantor pursuant to the Loan Documents, and (ii) without prejudice to the other provisions of the Loan Documents. Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Administrative Agent and any Secured Party as joint creditors of any Underlying Debt. If any Underlying Debt is avoided or reduced other than (x) as a result of payment to, or recovery or discharge by, the Secured Party to which the Underlying Debt is owed or (ii) otherwise with the consent of that Secured Party, 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. (b) No Grantor may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Administrative Agent. Without prejudice to the preceding sentence, no Grantor shall be obliged to pay any Dutch Parallel Debt before the corresponding Underlying Debt has fallen due. All payments to be made by a Grantor in respect of its Dutch Parallel Debts shall be calculated and be made without (and clear of any deduction for) set-off or counterclaim.

Dutch Parallel Debts. (a) Each Grantor Loan Party undertakes to the Administrative with Agent to pay to the Administrative Agent its Dutch Parallel Debts. This clause Debt. (ab) is (i) for the purpose of ensuring the validity and effect of any Lien governed by Dutch law and granted or to be granted by any Grantor pursuant to the Loan Documents, and (ii) without prejudice to the other provisions of the Loan Documents. Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Administrative Agent and any Secured Finance Party as joint creditors (hoofdelijk schuldeisers) of any Underlying Debt. . (c) If any Underlying Debt is avoided or reduced other than (xi) as a result of payment to, or recovery or discharge by, the Secured Finance Party to which the Underlying Debt is owed or (ii) otherwise with the consent of that Secured such Finance Party, the amount of the Dutch Parallel Debt corresponding to that such Underlying Debt shall be equal to the amount which the such Underlying Debt would have had if the avoidance or reduction had not occurred. (bd) No Grantor Loan Party may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, Agent (at the Administrative Agent. Without prejudice to direction of the preceding sentenceRequired Lenders). (e) Any payment made, no Grantor shall be obliged to pay any Dutch Parallel Debt before the corresponding Underlying Debt has fallen due. All payments to be made by a Grantor or amount recovered, in respect of its a Loan Party’s Dutch Parallel Debts shall be calculated reduce the Underlying Debt owed to a Finance Party by the amount which that Finance Party has received out of that payment or recovery under the Loan Documents. (f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and be made without (any Dutch Security Documents, Agent shall act in its own name and clear not as agent of any deduction for) set-off or counterclaimLender (but always for the benefit of the Required Lenders and the other Finance Parties in accordance with the provisions of the Loan Documents).

Dutch Parallel Debts. (a) Each Grantor undertakes to the Administrative Agent to pay to the Administrative Agent its Dutch Parallel Debts. This clause (a) is (i) for the purpose of ensuring the validity and effect of any Lien governed by Dutch law and granted or to be granted by any Grantor pursuant to the Loan Documents, and (ii) without prejudice to the other provisions of the Loan Documents. Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Administrative Agent and any Secured Party as joint creditors of any Underlying Debt. If any Underlying Debt is avoided or reduced other than (x) as a result of payment to, or recovery or discharge by, the Secured Party to which the Underlying Debt is owed or (ii) otherwise with the consent of that Secured Party, 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. (b) No Grantor may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Administrative Agent. Without prejudice to the preceding sentence, no Grantor shall be obliged to pay any Dutch Parallel Debt before the corresponding Underlying Debt has fallen due. All payments to be made by a Grantor in respect of its Dutch Parallel Debts shall be calculated and be made without (and clear of any deduction for) set-off or counterclaim. (c) Any payment made, or amount recovered, in respect of a Grantor’s Dutch Parallel Debts shall reduce the Underlying Debts owed to a Secured Party by the amount which that Secured Party has received out of that payment or recovery under the Loan Documents. (d) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debts and any security governed by Dutch law: (i) the Administrative Agent shall act in its own name and not as agent of any Secured Party (but always for the benefit of the Secured Parties in accordance with the provisions of the Loan Documents); and (ii) the rights, powers and authorities vested in the Administrative Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law. If the Administrative Agent resigns or is replaced in accordance with Section 8.9 of the Credit Agreement, each Grantor shall execute such documents and take all such other action as is necessary in connection with the substitution, in accordance with applicable law, of the successor Administrative Agent as creditor of the Dutch Parallel Debts and as beneficiary of any security securing the Dutch Parallel Debts. (e) Each Grantor undertakes to execute and cause the execution of any document to the extent required under Dutch law in order to grant in favor of the Administrative Agent a valid and perfected security interest in assets located in The Netherlands that constitute Collateral. Each party understands that foreclosure on any such Collateral governed by Dutch law (including allocation of the proceeds) shall be subject to Dutch law and the provisions of the relevant Security Documents governed by Dutch law. For purposes of this Section 10.22:

Dutch Parallel Debts. (a) Each Grantor Loan Party undertakes to the Administrative with Agent to pay to the Administrative Agent its Dutch Parallel Debts. This clause Debt. (ab) is (i) for the purpose of ensuring the validity and effect of any Lien governed by Dutch law and granted or to be granted by any Grantor pursuant to the Loan Documents, and (ii) without prejudice to the other provisions of the Loan Documents. Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Administrative Agent and any Secured Finance Party as joint creditors (hoofdelijk schuldeisers) of any Underlying Debt. . (c) If any Underlying Debt is avoided or reduced other than (xi) as a result of payment to, or recovery or discharge by, the Secured Finance Party to which the Underlying Debt is owed or (ii) otherwise with the consent of that Secured such Finance Party, the amount of the Dutch Parallel Debt corresponding to that such Underlying Debt shall be equal to the amount which the such Underlying Debt would have had if the avoidance or reduction had not occurred. (bd) No Grantor Loan Party may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, Agent (at the Administrative Agent. Without prejudice direction of the Required Lenders). (e) Any payment made, or amount recovered, in respect of a Loan Party’s Dutch Parallel Debs shall reduce the Underlying Debt owed to a Finance Party by the amount which that Finance Party has received out of that payment or recovery under the Loan Documents. (f) Notwithstanding any provision to the preceding sentencecontrary in any Loan Document, no Grantor shall be obliged in relation to pay any the Dutch Parallel Debt before the corresponding Underlying Debt has fallen due. All payments to be made by a Grantor and any Dutch Security Documents, Agent shall act in respect of its Dutch Parallel Debts shall be calculated own name and be made without (and clear not as agent of any deduction for) set-off or counterclaimLender (but always for the benefit of the Required Lenders and the other Finance Parties in accordance with the provisions of the Loan Documents).