Common use of Parallel Debt Obligations Clause in Contracts

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law, German law, Swiss law or Belgian law (a) each Foreign Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the Foreign Administrative Agent an amount equal to and in the same currency as all amounts from time to time due and payable by that Foreign Loan Party to the Lenders under the Loan Documents (the obligations to the Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the Foreign Administrative Agent will have an independent right to demand performance of any Parallel Debt Obligation and any security right granted to the Foreign Administrative Agent to secure the Parallel Debt Obligations is granted to the Foreign Administrative Agent in its capacity of sole creditor of the Parallel Debt Obligations; (c) the Parallel Debt Obligations shall be owed to the Foreign Administrative Agent in its own name and any Foreign Security Document governed by Dutch law, German law, Swiss law or Belgian law shall also be expanded to secure the Parallel Debt Obligations; (d) the Lenders, the Foreign Loan Parties and the Foreign Administrative Agent acknowledge that the Foreign Administrative Agent acts in its own name and on behalf of itself but for the benefit of the Foreign Secured Parties and not as an agent or representative of the Lenders and the security interests governed by Dutch law, German law, Swiss law or Belgian law created in favor of the Foreign Administrative Agent will not be held on trust and do not constitute common property (gemeenschap) within the meaning of article 3:166 DCC and that the provisions relating to such common property shall not apply. If, however, it would be held that such claims of the Foreign Administrative Agent and such claims of any one or more of the Foreign Secured Parties do constitute such common property and such provisions do apply, the parties hereto agree that this Agreement shall constitute an administration agreement (beheersregeling) within the meaning of article 3:168 DCC. For the avoidance of doubt, the parties hereto agree that this Agreement is not to be construed as an agreement as referred to in article 6:16 DCC; (e) other than as set out in clause (f) below, the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); and (f) payment by the Foreign Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Lenders and payment by the Foreign Loan Parties of any Original Obligations to the Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the Foreign Administrative Agent. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable at the same time as the corresponding Original Obligations. 146 Chemtura (Revolving Facility) Credit Agreement

Parallel Debt Obligations. (a) In order to ensure the continuing validity of the security interests governed by Dutch law, German law, Swiss law or Belgian law (ai) each Foreign Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the Foreign Administrative Agent an amount equal to and in the same currency as all amounts from time to time due and payable by that Foreign Loan Party to the Lenders under the Loan Documents (the obligations to the Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Lenders in respect of all of them, the “Original Obligations”); (bii) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the Foreign Administrative Agent will have an independent right to demand performance of any Parallel Debt Obligation and any security right granted to the Foreign Administrative Agent to secure the Parallel Debt Obligations is granted to the Foreign Administrative Agent in its capacity of sole creditor of the Parallel Debt ObligationsObligation; (ciii) the Parallel Debt Obligations shall be owed to the Foreign Administrative Agent in its own name and any Foreign German Security Document governed by Dutch law, German law, Swiss law or Belgian law Agreement shall also be expanded to secure the Parallel Debt Obligations; (div) the Lenders, the Foreign Loan Parties and the Foreign Administrative Agent acknowledge that the Foreign Administrative Agent acts in its own name and on behalf of itself but for the benefit of the Foreign Secured Parties and not as an agent or representative of the Lenders and the security interests governed by Dutch law, German law, Swiss law or Belgian law created in favor favour of the Foreign Administrative Agent will not be held on trust and do not constitute common property (gemeenschap) within the meaning of article 3:166 DCC and that the provisions relating to such common property shall not apply. If, however, it would be held that such claims of the Foreign Administrative Agent and such claims of any one or more of the Foreign Secured Parties do constitute such common property and such provisions do apply, the parties hereto agree that this Agreement shall constitute an administration agreement (beheersregeling) within the meaning of article 3:168 DCC. For the avoidance of doubt, the parties hereto agree that this Agreement is not to be construed as an agreement as referred to in article 6:16 DCCtrust; (ev) other than as set out in clause (f) belowSection 9.03(a)(vi), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); and (fvi) payment by the Foreign Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Lenders and payment by the Foreign Loan Parties of any Original Obligations to the Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the Foreign Administrative Agent. ; and (vii) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any German Security Agreements, the Agent undertakes to the Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of the Lenders. (b) Notwithstanding Section 9.03(a)(vii), no Loan Party may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the Agent. (c) For the avoidance of doubt, the Parallel Debt Obligations will become due and payable at the same time as the corresponding Original Obligations. 146 Chemtura (Revolving Facility) Credit Agreement.