Common use of Parallel Debts Clause in Contracts

Parallel Debts. (a) Without prejudice to the other provisions of this Agreement and the other Financing Agreements and for the purpose of ensuring the validity and effect of any security right governed by Dutch law and granted or to be granted by the Borrower pursuant to the Financing Agreements, the Borrower undertakes, as a separate and independent obligation to Collateral Agent, to pay to Collateral Agent its Parallel Debts. (i) The Borrower may not pay its Parallel Debts other than at the instruction of, and in the manner determined by, Collateral Agent. All payments to be made by the Borrower under the Financing Agreements shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (ii) Without prejudice to paragraph (i) above, the Borrower shall be obliged to pay its Parallel Debts (or, if the Borrower’s Underlying Debts are due at different times, amounts of its Parallel Debts corresponding to each such Underlying Debts) only when its Underlying Debts have fallen due. (c) Any payment made, or amount recovered, in respect of the Borrower’s Parallel Debts shall reduce the Borrower’s Underlying Debts to any Lender by the amount which that Lender is entitled to receive out of that payment or recovery under the Financing Agreement. (d) Each Parallel Debt is a separate and independent obligation and shall not constitute the Collateral Agent and any Lender as joint creditor of any Underlying Debt. (e) If (notwithstanding Section 13.11(d)) any Parallel Debt constitutes the Collateral Agent as a joint creditor with any Lender, the Collateral Agent may determine (at its discretion) that that Parallel Debt and one or more other Parallel Debts shall be combined into one single Parallel Debt (a “Combined Parallel Debt”), whereupon those Parallel Debts shall be combined into a Combined Parallel Debt: (i) the amount of which shall be equal to the aggregate of the amounts of the Underlying Debts combined into it; (ii) which shall, if the Underlying Debts are expressed in different currencies, be expressed in such of those currencies or Euro as the Collateral Agent my determine (and, for this purpose, each Underlying Debt shall be converted into the current of the Combined Parallel Debt in accordance with Section 6.13); (iii) which shall, if the Underlying Debts combined into it fall due at different times, fall due in parts corresponding to those Underlying Debts; and (iv) to which this Agreement shall otherwise apply as if the Combined Parallel Debt were a Parallel Debt. (f) If any Underlying Debt is avoided or reduced other than (i) as a result of payment to, or recovery or discharge by, the Lender to which the Underlying Debt is owed, or (ii) otherwise with the consent of that Lender, then the amount of the Parallel Debt corresponding to that Underlying Debt shall be equal to the amount which the Underlying Debt would have had if the avoidance or reduction had not occurred.

Parallel Debts. (a) Without prejudice to the other provisions of this Agreement and the other Financing Agreements and for the purpose of ensuring the validity and effect of any security right governed by Dutch law and granted or to be granted by the Borrower Company pursuant to the Financing Agreements, the Borrower Company undertakes, as a separate and independent obligation to Collateral Agent, to pay to Collateral Agent its Parallel Debts. (i) The Borrower Company may not pay its Parallel Debts other than at the instruction of, and in the manner determined by, Collateral Agent. All payments to be made by the Borrower Company under the Financing Agreements shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. (ii) Without prejudice to paragraph (i) above, the Borrower Company shall be obliged to pay its Parallel Debts (or, if the BorrowerCompany’s Underlying Debts are due at different times, amounts of its Parallel Debts corresponding to each such Underlying Debts) only when its Underlying Debts have fallen due. (c) Any payment made, or amount recovered, in respect of the BorrowerCompany’s Parallel Debts shall reduce the BorrowerCompany’s Underlying Debts to any Lender by the amount which that Lender is entitled to receive out of that payment or recovery under the Financing Agreement. (d) Each Parallel Debt is a separate and independent obligation and shall not constitute the Collateral Agent and any Lender as joint creditor of any Underlying Debt. (e) If (notwithstanding Section 13.11(d13.13(d)) any Parallel Debt constitutes the Collateral Agent as a joint creditor with any Lender, the Collateral Agent may determine (at its discretion) that that Parallel Debt and one or more other Parallel Debts shall be combined into one single Parallel Debt (a “Combined Parallel Debt”), whereupon those Parallel Debts shall be combined into a Combined Parallel Debt: (i) the amount of which shall be equal to the aggregate of the amounts of the Underlying Debts combined into it; (ii) which shall, if the Underlying Debts are expressed in different currencies, be expressed in such of those currencies or Euro as the Collateral Agent my determine (and, for this purpose, each Underlying Debt shall be converted into the current of the Combined Parallel Debt in accordance with Section 6.13); (iii) which shall, if the Underlying Debts combined into it fall due at different times, fall due in parts corresponding to those Underlying Debts; and (iv) to which this Agreement shall otherwise apply as if the Combined Parallel Debt were a Parallel Debt. (f) If any Underlying Debt is avoided or reduced other than (i) as a result of payment to, or recovery or discharge by, the Lender to which the Underlying Debt is owed, or (ii) otherwise with the consent of that Lender, then the amount of the Parallel Debt corresponding to that Underlying Debt shall be equal to the amount which the Underlying Debt would have had if the avoidance or reduction had not occurred.