Common use of Parallel Debt (Belarus) Clause in Contracts

Parallel Debt (Belarus). (a) For purposes of each Collateral Document governed by the laws of (or to the extent affecting assets situated in) Belarus, notwithstanding anything to the contrary contained herein or in any other Credit Document, Hedge Agreement or Cash Management Agreement: (i) Each Credit Party must pay the Collateral Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim on its due date (each a “Collateral Agent Claim”). For the purposes of Belarusian law, the Collateral Agent is the joint and several creditor with each other Secured Party in respect of each Secured Party Claim, having an independent right to demand and enforce payment of each Collateral Agent Claim on the terms set out in clauses (v) to (xii) below. (ii) Unless expressly provided to the contrary in any Credit Document, Hedge Agreement or Cash Management Agreement, the Collateral Agent holds: (1) the benefit of any Collateral Agent Claims; and (2) any proceeds of the enforcement of any Collateral Documents governed by Belarusian law, for the benefit, and as the property, of, and on trust for, the Secured Parties and so that they are not available to the personal creditors of the Collateral Agent. (iii) The Collateral Agent will separately identify in its records the property rights referred to in clause (i) above. (iv) The property rights under clause (i) above are located in the jurisdiction where the Collateral Agent maintains its accounts in respect of those property rights. (v) The Collateral Agent may enforce performance of any Collateral Agent Claim in its own name as an independent and separate right. This includes filing any suit, execution, enforcement of Collateral Documents governed by Belarusian law in accordance with their respective terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding. (vi) Each Secured Party must, at the request of the Collateral Agent, perform any act required in connection with the enforcement of any Collateral Agent Claim. This includes issuing a power of attorney to the Collateral Agent and joining in any proceedings as co-claimant with the Collateral Agent. (vii) Unless the Collateral Agent fails to enforce a Collateral Agent Claim within a reasonable time after its due date, a Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to do so by the Collateral Agent. (viii) Each Credit Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join in any proceedings as co-claimant with the Collateral Agent in respect of any Collateral Agent Claim. (ix) Discharge by a Credit Party of a Secured Party Claim will discharge the corresponding Collateral Agent Claim in the same amount and discharge by a Credit Party of a Collateral Agent Claim will discharge the corresponding Secured Party Claim in the same amount. (x) The aggregate amount of the Collateral Agent Claims will never exceed the aggregate amount of Secured Party Claims. (xi) A defect affecting a Collateral Agent Claim against a Credit Party will not affect any Secured Party Claim and a defect affecting a Secured Party Claim against a Credit Party will not affect any Collateral Agent Claim. (xii) If the Collateral Agent returns to any Credit Party, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Collateral Agent. (b) Each Secured Party: (i) Confirms its approval of each Collateral Document governed by Belarusian law; and (ii) Authorizes and directs the Collateral Agent to enter into and enforce the Collateral Documents governed by Belarusian law in its own name as the joint and several creditor with each Secured Party.”

Parallel Debt (Belarus). (a) For purposes of each Collateral Document governed by the laws of (or to the extent affecting assets situated in) Belarus, notwithstanding anything to the contrary contained herein or in any other Credit Collateral Document, Hedge Agreement or Cash Management Agreement: (i) Each Credit Borrower and each other Loan Party must pay the Collateral Administrative Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim on its due date (each a “Collateral Agent Belarus Parallel Debt Claim”). For the purposes of Belarusian law, the Collateral Administrative Agent is the joint and several creditor with each other Secured Party in respect of each Secured Party Claim, having an independent right to demand and enforce payment of each Collateral Agent Belarus Parallel Debt Claim on the terms set out in clauses (v) to (xii) below. (ii) Unless expressly provided to the contrary in this Agreement or any Credit Collateral Document, Hedge Agreement or Cash Management Agreement, the Collateral Administrative Agent holds: (1A) the benefit of any Collateral Agent Belarus Parallel Debt Claims; and (2B) any proceeds of the enforcement of any Collateral Documents governed by Belarusian law, for the benefit, and as the property, of, and on trust for, the Secured Parties and so that they are not available to the personal creditors of the Collateral Administrative Agent. (iii) The Collateral Administrative Agent will separately identify in its records the property rights referred to in clause (i) above. (iv) The property rights under clause (i) above are located in the jurisdiction where the Collateral Administrative Agent maintains its accounts in respect of those property rights. (v) The Collateral Administrative Agent may enforce performance of any Collateral Agent Belarus Parallel Debt Claim in its own name as an independent and separate right. This includes filing any suit, execution, enforcement of Collateral Documents governed by Belarusian law in accordance with their respective terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding. (vi) Each Secured Party must, at the request of the Collateral Administrative Agent, perform any act required in connection with the enforcement of any Collateral Agent Belarus Parallel Debt Claim. This includes issuing a power of attorney to the Collateral Administrative Agent and joining in any proceedings as co-claimant with the Collateral Administrative Agent. (vii) Unless the Collateral Administrative Agent fails to enforce a Collateral Agent Belarus Parallel Debt Claim within a reasonable time after its due date, a Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to do so by the Collateral Administrative Agent. (viii) Each Credit Borrower and each Loan Party irrevocably and unconditionally waives waive any right it rights they may have to require a Secured Party to join in any proceedings as co-claimant with the Collateral Administrative Agent in respect of any Collateral Agent Belarus Parallel Debt Claim. (ix) Discharge by a Credit Borrower or a Loan Party of a Secured Party Claim will discharge the corresponding Collateral Agent Belarus Parallel Debt Claim in the same amount and discharge by a Credit such Borrower or Loan Party of a Collateral Agent Belarus Parallel Debt Claim will discharge the corresponding Secured Party Claim in the same amount. (x) The aggregate amount of the Collateral Agent Belarus Parallel Debt Claims will never exceed the aggregate amount of Secured Party Claims. (xi) A defect affecting a Collateral Agent Belarus Parallel Debt Claim against a Credit Borrower or another Loan Party will not affect any Secured Party Claim and a defect affecting a Secured Party Claim against a Credit Borrower or another Loan Party will not affect any Collateral Agent Belarus Parallel Debt Claim. (xii) If the Collateral Administrative Agent returns to a Borrower or any Credit other Loan Party, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Collateral Administrative Agent. (b) Each Secured Party: (i) Confirms confirms its approval of each Collateral Document governed by Belarusian lawlaw and authorizes entry by the Administrative Agent into Collateral Documents governed by Belarusian law in the future; and (ii) Authorizes authorizes and directs the Collateral Administrative Agent to enter into and enforce the Collateral Documents governed by Belarusian law in its own name as the joint and several creditor with each Secured Party.”

Parallel Debt (Belarus). (a) For purposes of each Collateral Document governed by the laws of (or to the extent affecting assets situated in) Belarus, notwithstanding anything to the contrary contained herein or in any other Credit Collateral Document, Hedge Agreement or Cash Management Agreement: (i) Each Credit Party The Company and each Note Guarantor must pay the applicable Notes Collateral Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim on its due date (each a “Notes Collateral Agent Claim”). For the purposes of Belarusian law, the each Notes Collateral Agent is the joint and several creditor with each other First Lien Notes Secured Party in respect of each Secured Party Claim, having an independent right to demand and enforce payment of each Notes Collateral Agent Claim on the terms set out in clauses (v) to (xii) below. (ii) Unless expressly provided to the contrary in this Indenture or any Credit Collateral Document, Hedge Agreement or Cash Management Agreement, the applicable Notes Collateral Agent holds: (1) the benefit of any Notes Collateral Agent Claims; and (2) any proceeds of the enforcement of any Collateral Documents governed by Belarusian law, for the benefit, and as the property, of, and on trust for, the First Lien Notes Secured Parties and so that they are not available to the personal creditors of the any Notes Collateral Agent. (iii) The Each Notes Collateral Agent will separately identify in its records the property rights referred to in clause (i) above. (iv) The property rights under clause (i) above are located in the jurisdiction where the a Notes Collateral Agent maintains its accounts in respect of those property rights. (v) The applicable Notes Collateral Agent may enforce performance of any Notes Collateral Agent Claim in its own name as an independent and separate right. This includes filing any suit, execution, enforcement of Collateral Documents governed by Belarusian law in accordance with their respective terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding. (vi) Each First Lien Notes Secured Party must, at the request of the applicable Notes Collateral Agent, perform any act required in connection with the enforcement of any Notes Collateral Agent Claim. This includes issuing a power of attorney to the such Notes Collateral Agent and joining in any proceedings as co-claimant with the such Notes Collateral Agent. (vii) Unless the such Notes Collateral Agent fails to enforce a Notes Collateral Agent Claim within a reasonable time after its due date, a First Lien Notes Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to do so by the applicable Notes Collateral Agent. (viii) Each Credit Party The Company and each Note Guarantor irrevocably and unconditionally waives any right it may have to require a First Lien Notes Secured Party to join in any proceedings as co-claimant with the a Notes Collateral Agent in respect of any Notes Collateral Agent Claim. (ix) Discharge by the Company or a Credit Party Note Guarantor of a Secured Party Claim will discharge the corresponding Notes Collateral Agent Claim in the same amount and discharge by a Credit Party the Company or Note Guarantor of a Notes Collateral Agent Claim will discharge the corresponding Secured Party Claim in the same amount. (x) The aggregate amount of the Notes Collateral Agent Claims will never exceed the aggregate amount of Secured Party Claims. (xi) A defect affecting a Notes Collateral Agent Claim against the Company or a Credit Party Note Guarantor will not affect any Secured Party Claim and a defect affecting a Secured Party Claim against the Company or a Credit Party Note Guarantor will not affect any Notes Collateral Agent Claim. (xii) If the a Notes Collateral Agent returns to the Company or any Credit PartyNote Guarantor, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a First Lien Notes Secured Party, that First Lien Notes Secured Party must repay an amount equal to that recovery to the such Notes Collateral Agent. (b) Each First Lien Notes Secured Party: (i) Confirms its approval of each Collateral Document governed by Belarusian law; and (ii) Authorizes and directs the each Notes Collateral Agent to enter into and enforce the Collateral Documents governed by Belarusian law in its own name as the joint and several creditor with each First Lien Notes Secured Party.”