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 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 Company Loan Documents. Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Guarantors 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 agrees to provide security pursuant to a Collateral Document governed by the laws Underlying Debt is owed or (ii) otherwise with the consent of that Secured Party, the amount of the Netherlands (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes Parallel Debt corresponding to pay (each such payment undertaking by a Dutch Collateral Party, a “Parallel Debt”) to the Collateral Agent amounts that Underlying Debt shall be equal to the amounts due by that Dutch Collateral Party in respect of its Corresponding Obligations as they may exist from time to timeamount which the Underlying Debt would have had if the avoidance or reduction had not occurred. (b) The No Grantor may pay any Dutch Parallel Debt of each Dutch Collateral Party will be payable other than at the instruction of, and in the currency or currencies of manner determined by, the Corresponding Obligations and will become due and payable as and when and Administrative Agent. Without prejudice to the extent the relevant Corresponding Obligations become due and payable. Each of the parties preceding sentence, no Grantor shall be obliged to this Agreement hereby acknowledges that: (1) each pay any Dutch Parallel Debt constitutes an undertaking, obligation and liability before the corresponding Underlying Debt has fallen due. All payments to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations be made by a Grantor in respect of the relevant its 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 be calculated and be made without (and clear of any time the total of the amounts which are payable under deduction for) set-off 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 hereundercounterclaim. (c) An Any payment made, or amount paid by the Company or any Guarantor to the Collateral Agent recovered, in respect of a Grantor’s Dutch Parallel Debts shall reduce the Parallel Debt will discharge Underlying Debts owed to a Secured Party by the liability 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 Collateral Parties under Parallel Debts and any security governed by Dutch law: (i) the Corresponding Obligations in an equal amount. For the purpose of this Section 11.12, the Collateral Administrative Agent acts shall act in its own name and for itself and not as agent, trustee or representative 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 partyaction 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 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.