Common use of Parallel Debt Foreign Obligations Clause in Contracts

Parallel Debt Foreign Obligations. (i) Each of the U.S. Borrower and the Foreign Borrowers hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal to the aggregate amount payable (verschuldigd) to any of the Secured Parties or the Administrative Agent under or pursuant to the Foreign Obligations (these payment undertakings to the Administrative Agent hereinafter collectively referred to as the “Parallel Debt Foreign Obligations”). (ii) The Parallel Debt Foreign 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 Foreign Obligations becomes due and payable. (iii) Each of the parties to this Agreement hereby acknowledges that (A) the Parallel Debt Foreign Obligations constitute undertakings, obligations and liabilities of the U.S. Borrower and the Foreign Borrowers to the Administrative Agent which are transferable and independent from, and without prejudice to, the corresponding Foreign Obligations and (B) the Parallel Debt Foreign Obligations represent the Administrative Agent’s own separate claims to receive payment of the Parallel Debt Foreign Obligations from the U.S. Borrower and each of the Foreign Borrowers, it being understood that the amounts which may become due and payable by the U.S. Borrower and the Foreign Borrowers under or pursuant to the Parallel Debt Foreign Obligations from time to time shall never exceed the aggregate amount which is payable under the Foreign Obligations from time to time. (iv) For the avoidance of doubt, each of the parties to this Agreement confirms that the claims of the Administrative Agent against the U.S. Borrower and each of the Foreign Borrowers in respect of the Parallel Debt Foreign Obligations and the claims of any or more of the Lenders, the Swingline Lender, Issuing Banks and Swap Counterparties against the U.S. Borrower and the Foreign Subsidiary Loan Parties under or pursuant to the Foreign Obligations payable to such Secured Parties and Swap Counterparties do not constitute common property (een gemeenschap) within the meaning of Article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claims of the Administrative Agent and such claims of any one or more of the Secured Parties do constitute such common property and such provisions do apply, the parties to this Agreement agree that any Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 NCC. (v) 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 U.S. Borrower and the Foreign Borrowers as debtors of the Parallel Debt Foreign Obligations on the other hand. (vi) To the extent the Administrative Agent irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt Foreign Obligations (the “Foreign Received Amount”), the Administrative Agent shall distribute such amount among the Secured Parties in accordance with Intercreditor Agreements. Upon irrevocable (onaantastbaar) receipt of any Foreign Received Amount, the Foreign Obligations shall be reduced by an aggregate amount (the “Foreign Deductible Amount”) equal to the Foreign Received Amount in the manner as if the Foreign Deductible Amount were received as a payment of the Foreign Obligations on the date of receipt by the Administrative Agent of the Foreign Received Amount.