Common use of Parallel Debt Undertaking Clause in Contracts

Parallel Debt Undertaking. 14.21.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Obligations. 14.21.2 For the purposes of taking and ensuring the continuing validity of security under those security documents subject to the laws of (or to the extent affecting assets situated in) Germany and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (a) each Obligor undertakes (such undertakings, the “Parallel Obligations”) to pay to the Agent amounts equal to all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”); (b) the Agent shall have its own independent right to demand and receive payment under the Parallel Obligations; (c) the Parallel Obligations shall, subject to clause (d) below, not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Agent; (e) the Parallel Obligations are owed to the Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee; (f) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan Document, the Agent undertakes to each of the Secured Parties not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties; and the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations. 14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.

Parallel Debt Undertaking. 14.21.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Obligations. 14.21.2 For the purposes of taking and ensuring the continuing validity of security Liens under those security documents Security Documents subject to the laws of (or to the extent affecting assets situated in) Germany Germany, the Netherlands and such other jurisdictions as the Secured Parties and the Obligors Grantors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (ai) each Obligor Grantor undertakes (such undertakings, the “Parallel Obligations”) to pay to the Collateral Agent amounts equal to all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”); (bii) the Collateral Agent shall have its own independent right to demand and receive payment under of the Parallel Obligations; (ciii) the Parallel Obligations shall, subject to clause subsection (div) below, not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (div) notwithstanding clauses subsections (bii) and (ciii) above, payment by the Obligor a Grantor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor a Grantor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; (ev) the Parallel Obligations are owed to the Collateral Agent in its own name on behalf of itself capacity as Collateral Agent for the Secured Parties and not as agent or representative of any other person nor as trusteetrustee and the Parallel Debt Security shall secure the Parallel Obligations so owing; (fvi) without limiting or affecting the Collateral Agent’s right to protect, preserve or enforce its rights under any Loan Security Document, the Collateral Agent undertakes to each of the Secured Parties not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties; and and (vii) the Collateral Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement and the Loan Agreement (subject, in each case, to the terms of the Intercreditor Agreement) as if such amounts had been received in respect of the Original Obligations. 14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.

Parallel Debt Undertaking. 14.21.1 12.16.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Dutch Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Dutch Obligations. 14.21.2 12.16.2 For the purposes of taking and ensuring the continuing validity of security Liens under those security documents Security Documents subject to the laws of the Netherlands (or to the extent affecting assets situated in“Parallel Obligations Security Documents”) Germany and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (a) each Obligor irrevocably and unconditionally agrees and undertakes with the Agent and each Secured Party (such undertakingsother than the Agent) acknowledges that, for the purpose of the granting the Collateral under the Parallel Obligations Security Documents (the “Parallel ObligationsObligations Collateral”) to that each Obligor shall pay to the Agent amounts equal to to, and in the currency of, all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”) as and when the same fall due for payment under the relevant Loan Documents and in respect of any Obligations (together with the obligation described in paragraph (e) below, the “Parallel Obligations”); (b) each of the Agent shall have its own independent right to demand Obligors and receive payment each Secured Party (other than the Agent) acknowledges that, under the Parallel Obligations Security Documents, the rights of the Agent to demand payment of the Parallel Obligations shall be independent and several from the rights of the other Secured Parties to demand payment of the Original Obligations, provided that the payment by an Obligor of its Parallel Obligations to the Agent in accordance with this Section 12.16 shall also discharge (in the amount and in the currency of the relevant payment) the corresponding Original Obligations and vice versa the payment by an Obligor of all or part of its Original Obligations in accordance with the provisions of the Loan Documents and in respect of the Dutch Obligations shall also discharge (in the amount of the payment) the corresponding Parallel Obligations. The amount of the Parallel Obligations of an Obligor shall at all times be equal to the amount of its Original Obligations; (c) despite the foregoing, any payment under the Parallel Obligations shall, subject Security Documents shall be made to clause (d) below, not limit the Agent unless expressly stated otherwise in any Parallel Obligations Security Document or affect unless the existence of Agent directs such payment to be made to a person other than the Original Obligations for which the Secured Parties shall have an independent right to demand paymentAgent; (d) notwithstanding clauses (b) the Agent, the Obligors and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge each of the corresponding Original Obligations owing to the relevant other Secured Parties and payment by an Obligor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of agree that, under the Parallel Obligations owing Security Documents, the Agent shall be the joint and several creditor (together with the relevant other Secured Party) of each and every obligation of the Obligors towards that other Secured Party under the Loan Documents and in respect of the Dutch Obligations, and that accordingly the Agent will have its own and independent right to demand performance by it to the AgentObligors of those obligations in full; (e) the Parallel Obligations are owed to the Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trusteetrustee and the Parallel Debt Security shall secure the Parallel Obligations so owing and its claims in respect of the Parallel Obligations shall not be held on trust. The Parallel Obligations Collateral granted under the Parallel Obligation Security Documents to the Agent to secure the Parallel Obligations is granted to the Agent in its capacity as creditor of the Parallel Obligations and shall not be held on trust; (f) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan DocumentParallel Obligations Collateral, the Agent undertakes to each of the Secured Parties Party not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Agent’s right to act in the protection or preservation of rights under any Parallel Obligations Security Documents or to enforce any Parallel Obligations Collateral as contemplated by this Agreement, the relevant Parallel Obligations Security Document or any other Loan Document or in respect of any Dutch Obligations (or to do any act reasonably incidental to the foregoing); and and (g) the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations. 14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.

Parallel Debt Undertaking. 14.21.1 14.19.1. The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ Domiciled Obligor’s German Secured Facility Obligations and/or the Dutch Domiciled Obligor’s U.K./Dutch Facility Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Facility Obligations and the U.K./Dutch Facility Obligations. 14.21.2 14.19.2. For the purposes of taking and ensuring the continuing validity of security under those security documents subject to the laws of (or to the extent affecting assets situated in) Germany Germany, the Netherlands and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (a) each Obligor undertakes (such undertakings, the “Parallel Obligations”) to pay to the Agent amounts equal to all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”); (b) the Agent shall have its own independent right to demand and receive payment under the Parallel Obligations; (c) the Parallel Obligations shall, subject to clause (d) below, not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Agent; (e) the Parallel Obligations are owed to the Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee; (f) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan Document, the Agent undertakes to each of the Secured Parties not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties; and and (g) the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations. 14.21.3 14.19.3. Upon complete and irrevocable satisfaction of the German Secured Facility Obligations and the U.K./Dutch Facility Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.

Parallel Debt Undertaking. 14.21.1 12.16.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Dutch Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Dutch Obligations. 14.21.2 12.16.2 For the purposes of taking and ensuring the continuing validity of security Liens under those security documents Security Documents subject to the laws of the Netherlands (or to the extent affecting assets situated in“Parallel Obligations Security Documents”) Germany and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (a) each Obligor irrevocably and unconditionally agrees and undertakes with the Agent and each Secured Party (such undertakingsother than the Agent) acknowledges that, for the purpose of the granting the Collateral under the Parallel Obligations Security Documents (the “Parallel ObligationsObligations Collateral”) to that each Obligor shall pay to the Agent amounts equal to to, and in the currency of, all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”) as and when the same fall due for payment under the relevant Loan Documents and in respect of any Obligations (together with the obligation described in paragraph (e) below, the “Parallel Obligations”); (b) each of the Agent shall have its own independent right to demand Obligors and receive payment each Secured Party (other than the Agent) acknowledges that, under the Parallel Obligations Security Documents, the rights of the Agent to demand payment of the Parallel Obligations shall be independent and several from the rights of the other Secured Parties to demand payment of the Original Obligations, provided that the payment by an Obligor of its Parallel Obligations to the Agent in accordance with this Section 12.16 shall also discharge (in the amount and in the currency of the relevant payment) the corresponding Original Obligations and vice versa the payment by an Obligor of all or part of its Original Obligations in accordance with the provisions of the Loan Documents and in respect of the Dutch Obligations shall also discharge (in the amount of the payment) the corresponding Parallel Obligations. The amount of the Parallel Obligations of an Obligor shall at all times be equal to the amount of its Original Obligations; (c) despite the foregoing, any payment under the Parallel Obligations shall, subject Security Documents shall be made to clause (d) below, not limit the Agent unless expressly stated otherwise in any Parallel Obligations Security Document or affect unless the existence of Agent directs such payment to be made to a person other than the Original Obligations for which the Secured Parties shall have an independent right to demand paymentAgent; (d) notwithstanding clauses (b) the Agent, the Obligors and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge each of the corresponding Original Obligations owing to the relevant other Secured Parties and payment by an Obligor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of agree that, under the Parallel Obligations owing Security Documents, the Agent shall be the joint and several creditor (together with the relevant other Secured Party) of each and every obligation of the Obligors towards that other Secured Party under the Loan Documents and in respect of the Dutch Obligations, and that accordingly the Agent will have its own and independent right to demand performance by it to the AgentObligors of those obligations in full; (e) the Parallel Obligations are owed to the Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trusteetrustee and the Parallel Debt Security shall secure the Parallel Obligations so owing and its claims in respect of the Parallel Obligations shall not be held on trust. The Parallel Obligations Collateral granted under the Parallel Obligation Security Documents to the Agent to secure the Parallel Obligations is granted to the Agent in its capacity as creditor of the Parallel Obligations and shall not be held on trust; (f) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan DocumentParallel Obligations Collateral, the Agent undertakes to each of the Secured Parties Party not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Agent’s right to act in the protection or preservation of rights under any Parallel Obligations Security Documents or to enforce any Parallel Obligations Collateral as contemplated by this Agreement, the relevant Parallel Obligations Security Document or any other Loan Document or in respect of any Dutch Obligations (or to do any act reasonably incidental to the foregoing); and and (g) the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations. 14.21.3 12.16.3 Upon complete and irrevocable satisfaction of the German Secured Dutch Obligations, the Agent shall without undue delay as soon as reasonably practical at the cost and expense of the Obligors release the Parallel Debt Undertaking.

Parallel Debt Undertaking. 14.21.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Obligations. 14.21.2 For the purposes of taking and ensuring the continuing validity of security Liens under those security documents Security Documents subject to the laws of (or to the extent affecting assets situated in) Germany Germany, the Netherlands and such other jurisdictions as the Secured Parties and the Obligors Grantors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (ai) each Obligor Grantor undertakes (such undertakings, the “Parallel Obligations”) to pay to the Collateral Agent amounts equal to all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”); (bii) the Agent shall have its own independent right to demand and receive payment under of the Parallel Obligations; (ciii) the Parallel Obligations shall, subject to clause subsection (div) below, not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (div) notwithstanding clauses subsections (bii) and (ciii) above, payment by the Obligor a Grantor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor a Grantor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; (ev) the Parallel Obligations are owed to the Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trusteetrustee and the Parallel Debt Security shall secure the Parallel Obligations so owing; (fvi) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan Security Document, the Agent undertakes to each of the Secured Parties not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties; and and (vii) the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement and the Loan Agreement (subject, in each case, to the terms of the Intercreditor Agreement) as if such amounts had been received in respect of the Original Obligations. 14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.

Parallel Debt Undertaking. 14.21.1 12.16.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Obligations.117 117877022_2 14.21.2 12.16.2 For the purposes of taking and ensuring the continuing validity of security Liens under those security documents Security Documents subject to the laws of the Netherlands (or to the extent affecting assets situated in“Parallel Obligations Security Documents”) Germany and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (a) each Obligor irrevocably and unconditionally agrees and undertakes with the Agent and each Secured Party (such undertakingsother than the Agent) acknowledges that, for the purpose of the granting the Collateral under the Parallel Obligations Security Documents (the “Parallel ObligationsObligations Collateral”) to that each Obligor shall pay to the Agent amounts equal to to, and in the currency of, all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”) as and when the same fall due for payment under the relevant Loan Documents and in respect of any Obligations (together with the obligation described in paragraph (e) below, the “Parallel Obligations”); ; (b) each of the Agent shall have its own independent right to demand Obligors and receive payment each Secured Party (other than the Agent) acknowledges that, under the Parallel Obligations; (c) Obligations Security Documents, the rights of the Agent to demand payment of the Parallel Obligations shall, subject shall be independent and several from the rights of the other Secured Parties to clause (d) below, not limit or affect the existence demand payment of the Original Obligations for which Obligations, provided that the Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor of its Original Parallel Obligations to the Agent in accordance with this Section 12.16 shall also discharge (in the amount and in the currency of the relevant Secured Parties payment) the corresponding Original Obligations and vice versa the payment by an Obligor of all or part of its Original Obligations in accordance with the provisions of the Loan Documents and in respect of the Dutch Obligations shall to also discharge (in the same extent decrease and be a good discharge amount of the payment) the corresponding Parallel Obligations. The amount of the Parallel Obligations owing by it of an Obligor shall at all times be equal to the Agent; amount of its Original Obligations; (ec) despite the foregoing, any payment under the Parallel Obligations are owed Security Documents shall be made to the Agent unless expressly stated otherwise in its own name on behalf of itself and not as agent any Parallel Obligations Security Document or representative of any unless the Agent directs such payment to be made to a person other person nor as trustee; (f) without limiting or affecting than the Agent’s right to protect; (d) the Agent, preserve or enforce its rights the Obligors and each of the other Secured Parties agree that, under any Loan Documentthe Parallel Obligations Security Documents, the Agent undertakes to shall be the joint and several creditor (together with the relevant other Secured Party) of each and every obligation of the Obligors towards that other Secured Parties not to exercise its rights Party under the Loan Documents and in respect of the Parallel Obligations without the consent of the relevant Secured Parties; Dutch Obligations, and that accordingly the Agent shall distribute any amount so received will have its own and independent right to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations. 14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without undue delay at the cost and expense of demand performance by the Obligors release the Parallel Debt Undertaking.of those obligations in full; 118 117877022_2