Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) Notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents and solely for the purpose of ensuring and preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Security Documents governed by the laws of The Netherlands (the “Dutch Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents to (i) each Loan Party that is party to the Dutch Security Agreements undertaking herein to pay to the Collateral Agent, in its individual capacity and not as agent, representative or trustee, as a separate independent obligation to the Collateral Agent, the amount of its Dutch Parallel Debt (which each such Loan Party hereby so undertakes to do), and (ii) the security rights contemplated by the Dutch Security Agreements being granted in favor of the Collateral Agent in its individual capacity as security for its claims under the Dutch Parallel Debt. (b) Each Loan Party acknowledges and agrees that it may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed by, the Collateral Agent; provided, however, that no Loan Party shall be obligated to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount of its Underlying Debt Obligations shall have become due and payable. (c) To the extent any amount is paid to and received by the Collateral Agent in payment of the Dutch Parallel Debt and the Collateral Agent has turned over any amounts received by it in respect to the Dutch Parallel Debt to the Lenders as their interests appeared with respect to the Underlying Debt Obligations, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received by the Lenders or any of them in payment of the corresponding Underlying Debt Obligations.

Parallel Debt. (The Netherlands, Poland, Japan, Serbia, Slovenia). (a) Notwithstanding anything to the contrary contained in this Agreement and the other Loan Credit Documents and solely for the purpose of ensuring and preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Security Collateral Documents governed by the laws of The Netherlands Netherlands, the laws of Poland, the laws of Japan, the laws of Serbia and the laws of Slovenia (the “Dutch Foreign Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents to (i) each Loan Credit Party that is a party to the Dutch Foreign Security Agreements undertaking herein to pay to the Collateral Administrative Agent, in its individual capacity as creditor in its own right and not as agent, representative or trustee, as a separate independent obligation to the Collateral Administrative Agent, the amount of its Dutch Parallel Debt (which each such Loan Credit Party hereby so undertakes to do), and (ii) the security rights contemplated by the Dutch Foreign Security Agreements being granted in favor of the Collateral Administrative Agent in its individual capacity and not as agent, representative or trustee of the Lenders, as security for its claims under the Dutch Parallel DebtDebt and consequently the Administrative Agent becoming the sole security beneficiary of such security rights. (b) Each Loan Credit Party acknowledges and agrees that it may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed by, the Collateral Administrative Agent; provided, however, that no Loan Credit Party shall be obligated to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount of its Underlying Debt Obligations shall have become due and payable. (c) To the extent any amount is paid to and received by the Collateral Administrative Agent in payment of the Dutch Parallel Debt and the Collateral Agent has turned over any amounts received by it in respect to the Dutch Parallel Debt to the Lenders as their interests appeared with respect to the Underlying Debt ObligationsDebt, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received by the Lenders Secured Parties or any of them in payment of the corresponding Underlying Debt ObligationsDebt.

Parallel Debt. (a) Notwithstanding anything to the contrary contained in this Agreement and the other Loan Credit Documents and solely for the purpose of ensuring and preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Security Collateral Documents governed by the laws of The Netherlands and the laws of Poland (the “Dutch Foreign Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents to (i) each Loan Credit Party that is a party to the Dutch Foreign Security Agreements undertaking herein to pay to the Collateral Administrative Agent, in its individual capacity and not as agent, representative or trustee, as a separate independent obligation to the Collateral Administrative Agent, the amount of its Dutch Parallel Debt (which each such Loan Credit Party hereby so undertakes to do), and (ii) the security rights contemplated by the Dutch Foreign Security Agreements being granted in favor of the Collateral Administrative Agent in its individual capacity as security for its claims under the Dutch Parallel Debt. (b) Each Loan Credit Party acknowledges and agrees that it may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed by, the Collateral Administrative Agent; provided, however, that no Loan Credit Party shall be obligated to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount of its Underlying Debt Obligations shall have become due and payable. (c) To the extent any amount is paid to and received by the Collateral Administrative Agent in payment of the Dutch Parallel Debt and the Collateral Administrative Agent has turned over any amounts received by it in respect to the Dutch Parallel Debt to the Lenders Secured Parties as their interests appeared with respect to the Underlying Debt ObligationsDebt, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received by the Lenders Secured Parties or any of them in payment of the corresponding Underlying Debt ObligationsDebt.

Parallel Debt. (a) Notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents and solely for the purpose of ensuring and preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Security Collateral Documents governed by the laws of The Netherlands (the “Dutch Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents to (i) each Loan Party that is party to the Dutch Security Agreements undertaking herein to pay to the Collateral Administrative Agent, in its individual capacity and not as agent, representative or trustee, as a separate independent obligation to the Collateral Administrative Agent, the amount of its Dutch Parallel Debt (which each such Loan Party hereby so undertakes to do), and (ii) the security rights contemplated by the Dutch Security Agreements being granted in favor of the Collateral Administrative Agent in its individual capacity as security for its claims under the Dutch Parallel Debt. (b) Each Loan Party acknowledges and agrees that it may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed by, the Collateral Administrative Agent; provided, however, that no Loan Party shall be obligated to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount of its Underlying Debt Obligations shall have become due and payable. (c) To the extent any amount is paid to and received by the Collateral Administrative Agent in payment of the Dutch Parallel Debt and the Collateral Administrative Agent has turned over any amounts received by it in respect to the Dutch Parallel Debt to the Lenders Secured Parties as their interests appeared with respect to the Underlying Debt Obligations, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received by the Lenders Secured Parties or any of them in payment of the corresponding Underlying Debt Obligations.

Parallel Debt. (a) Notwithstanding anything Without prejudice to the contrary contained in this Agreement other provisions of the Credit Documents and the other Loan Documents Secured Hedging Agreements and solely for the sole purpose of ensuring and preserving the validity and effect of the any security rights right governed by Dutch law and granted and or to be granted under or by any NL Obligor pursuant to the Security Documents governed by the laws of The Netherlands (the “Dutch Security Agreements”)Credit Documents, each of the Lenders NL Obligor irrevocably and the other parties hereto hereby acknowledges unconditionally undertakes, as a separate and consents to (i) each Loan Party that is party independent obligation to the Dutch Security Agreements undertaking herein Administrative Agent, to pay to the Collateral Agent, in its individual capacity and not as agent, representative or trustee, as a separate independent obligation to the Collateral Agent, the amount of Administrative Agent its Dutch Parallel Debt (which each such Loan Party hereby so undertakes to do), and (ii) the Debt. The security rights contemplated governed by Dutch law granted under the Credit Documents to the Administrative Agent to secure the Dutch Security Agreements being Parallel Debt are granted in favor of to the Collateral Administrative Agent in its individual capacity as security for its claims under creditor of the Dutch Parallel DebtDebt and shall not be held on trust. (bi) Each Loan Party acknowledges and agrees that it No NL Obligor may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed determined by, the Collateral Administrative Agent; provided. (ii) Without prejudice to clause (i) above, however, that no Loan Party a NL Obligor shall be obligated obliged to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount (or, if the NL Obligor’s Corresponding Debts are due at different times, amounts of its Underlying respective Dutch Parallel Debt Obligations shall corresponding to each such Corresponding Debts) only when its Corresponding Debts have fallen due. (iii) For the avoidance of any doubts, the Dutch Parallel Debts will become due and payable at the same time the Corresponding Debt becomes due and payable. (c) To the extent any Any payment made, or amount is paid to and received by the Collateral Agent recovered, in payment respect of the a NL Obligor’s Dutch Parallel Debt and the Collateral Agent has turned over shall reduce that NL Obligor’s Corresponding Debts to any amounts received by it in respect to the Dutch Parallel Debt to the Lenders as their interests appeared with respect to the Underlying Debt Obligations, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received Lender or any Hedging Agreement Provider by the Lenders amount which that Lender or Hedging Agreement Provider is entitled to receive out of that payment or recovery under the Credit Documents and Secured Hedging Agreements. (d) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties, each Credit Party acknowledges that nothing in this Section 2.22 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise under any Credit Document or any of them Secured Hedging Agreement, except in payment of the corresponding Underlying Debt Obligationsits capacity as a Lender or a Hedging Agreement Provider, as applicable.

Parallel Debt. (a) Notwithstanding anything to the contrary contained in this Agreement and the other Loan Credit Documents and solely for the purpose of ensuring and preserving the validity and effect of the security rights granted and to be granted under or pursuant to the Security Collateral Documents governed by the laws of The Netherlands (the “Dutch Security Agreements”), each of the Lenders and the other parties hereto hereby acknowledges and consents to (i) each Loan Credit Party that is a party to the Dutch Security Agreements undertaking herein to pay to the Collateral Administrative Agent, in its individual capacity and not as agent, representative or trustee, as a separate independent obligation to the Collateral Administrative Agent, the amount of its Dutch Parallel Debt (which each such Loan Credit Party hereby so undertakes to do), and (ii) the security rights contemplated by the Dutch Security Agreements being granted in favor of the Collateral Administrative Agent in its individual capacity as security for its claims under the Dutch Parallel Debt. (b) Each Loan Credit Party acknowledges and agrees that it may not pay its Dutch Parallel Debt other than at the instruction of, and in the manner instructed by, the Collateral Administrative Agent; provided, however, that no Loan Credit Party shall be obligated to pay any amount of its Dutch Parallel Debt unless and until a corresponding amount of its Underlying Debt Obligations shall have become due and payable. (c) To the extent any amount is paid to and received by the Collateral Administrative Agent in payment of the Dutch Parallel Debt and the Collateral Administrative Agent has turned over any amounts received by it in respect to the Dutch Parallel Debt to the Lenders Secured Parties as their interests appeared with respect to the Underlying Debt ObligationsDebt, the total amount due and payable in respect of the Underlying Debt Obligations shall be decreased as if such amount were received by the Lenders Secured Parties or any of them in payment of the corresponding Underlying Debt ObligationsDebt.