Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay Loan Parties to the Collateral Agent amounts (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the amounts payable by it in respect of its Corresponding same currency as the Obligations as they may exist from time to timetime due by such Loan Party in accordance with the terms and conditions of the Loan Documents, which undertaking including for the Collateral Agent hereby accepts. Each payment undertaking avoidance of a Credit doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent under this Section 12.21(a(or any sub-agent thereof) is hereinafter to be referred to as a for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of Loan Party and the parties to this Agreement hereby acknowledges that: Collateral Agent (and any sub-agent thereof) acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Obligations under the Loan Documents which such Loan Party has to which it corresponds; the Secured Parties and (ii) each that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own separate and independent claim claims to receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) To the extent Every payment of monies made by a Loan Party to the Collateral Agent irrevocably or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Parallel Debt of a Credit Party, Loan Parties shall have paid any amounts to the Collateral Agent shall distribute such amount among (or any sub-agent thereof) under the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Corresponding Obligation Parallel Debt owed to which it correspondsit, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (de) Upon irrevocable receipt by In the event of a Lender resignation of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect or any of its sub-agents or the appointment of a payment on a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountsuccessor Collateral Agent or sub-agent, as applicable.

Parallel Debt. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (a) In abstraktes Schuldanerkenntnis), that (save in respect of ensuring the validity and enforceability of any Security obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the law of The Netherlandsother Loan Documents, each Credit Party hereby irrevocably the Secured Cash Management Agreements and unconditionally undertakes to pay the Secured Hedge Agreements shall also be owing in full to the Collateral Agent amounts equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to timeand that, which undertaking accordingly, the Collateral Agent hereby accepts. Each payment undertaking will have its own independent right to demand performance by such Loan Party of a Credit Party those obligations (the “Acknowledgement”), provided that in no event shall the European Borrower or any Foreign Guarantor be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term A-1 Facility, the Term B Facility, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of undertakes with the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation Loan Party that (a) in case of any discharge of any obligation owing to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Loan Party, the Collateral Agent shall distribute will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount among then payable by such Loan Party under the Lenders Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and the Agents who are creditors not as a trustee, and its claims in respect of the Corresponding Obligations of that Credit Party in accordance with Acknowledgment shall not be held on trust. The Security granted under the terms of this Agreement, as if such amount were received by Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in payment its capacity as creditor of the Corresponding Obligation to which it correspondsAcknowledgment and shall not be held on trust. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Each Foreign Loan Party organized under the Laws of ensuring Belgium, Germany or the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to the any amounts payable by it in respect of its Corresponding Obligations as they may exist owing from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit time by that Specified Foreign Loan Party to each of the Collateral Secured Parties under each of the Loan Documents as and when those amounts are due for payment under the relevant Loan Document. (b) Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the obligations of each Specified Foreign Loan Party under this Section 12.21(aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is hereinafter to be referred to as a liable under paragraph (a) above (its “Parallel Debt”. Each ) be limited or affected in any way by its Corresponding Debt; provided that: (i) the Parallel Debt of each of the Specified Foreign Loan Parties will be payable in the currency or currencies of the relevant its Corresponding Obligation Debt and will become due and payable as and when and to the extent one or more of its Corresponding Obligation to which it corresponds becomes Debt become due and payable.; (b) Each of the parties to this Agreement hereby acknowledges that: (iii) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and Debt of the relevant Specified Foreign Loan Party; (iiiii) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such the Parallel Debt from the applicable Credit relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (vi) with respect to any Specified Foreign Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) To The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the extent Parallel Debt shall not be held on trust. The security granted under the Collateral Documents to the Administrative Agent irrevocably receives to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; provided that upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt of (a Credit Party“Received Amount”), the Collateral Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent shall distribute such amount among and the Lenders and the Agents who are creditors shall be reduced, if necessary pro rata in respect of the Corresponding Obligations of that Credit Party Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in accordance with the terms of this Agreement, manner as if such amount the Deductible Amount were received by the Collateral Administrative Agent in and the Lenders as a payment of the Corresponding Obligation to which it correspondsDebt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received Amount. (de) Upon irrevocable receipt by Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender Lender; and (ii) for the purpose of any amount on a distribution by the Collateral Agent vote taken under Section 12.21(c) in respect of a payment on a Parallel Debtany Loan Document, the Corresponding Obligation to Administrative Agent shall not be regarded as having any participation or commitment other than those which the Parallel Debt corresponds shall be reduced by the same amountit has in its capacity as a Lender.

Parallel Debt. (a) In respect Each Secured Party appoints the Collateral Agent to act as its agent under and in connection with this Agreement and the other Finance Documents. (b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement and the other Finance Documents, together with any other incidental rights, powers, authorities and discretions. (c) Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties pursuant to the Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when that amount falls due for payment under the relevant Finance Document. (d) The Collateral Agent shall have its own independent right to demand payment of the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of each Loan Party under this Section 10.12. (e) Any amount due and payable by a Credit Loan Party to the Collateral Agent under this Section 12.21(a10.12 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable payment in the currency or currencies full of the relevant Corresponding Obligation corresponding amount under the other provisions of the Finance Documents and will become any amount due and payable as by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and when is able to retain) payment in full of the Corresponding Obligation to which it corresponds becomes due and payablecorresponding amount under this Section 10.12. (bf) Each The rights of the parties to this Agreement hereby acknowledges that: Secured Parties (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to other than the Collateral Agent which is to receive payment of amounts payable by each Loan Party pursuant to the Obligations) are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Agent to receive payment of such Parallel Debt from the applicable Credit Partyunder this Section 10.12. (cg) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms For purposes of this AgreementSection 10.12, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds“Finance Document” means any Loan Document and any other agreement governing an Obligation. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect For the purpose of ensuring this Section 10.20, “Corresponding Obligations” means each Loan Party’s Obligations other than the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Parallel Debt. (b) Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, acting on its own behalf and not as agent for any person, an amount equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each (such payment undertaking of a Credit undertakings by each Loan Party to the Collateral Agent under this Section 12.21(a) is Administrative Agent, hereinafter to be referred to as a the “Parallel Debt”. Each ). (c) The Parallel Debt will be become due and payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable Obligations as and when one or more of the Corresponding Obligation to which it corresponds becomes Obligations become due and payable. (bd) Each of the parties to this Agreement hereby acknowledges that: (i) each the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit each Loan Party to the Collateral Administrative Agent which is transferable and separate and independent from, and without prejudice to, the Corresponding Obligation to which it correspondsObligations; and (ii) each the Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such the Parallel Debt from each Loan Party and (iii) the applicable Credit PartyLiens granted under the Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust, it being understood, that the amount which may become payable by each Loan Party under or pursuant to the Parallel Debt from time to time shall never exceed the aggregate amount which is payable under the relevant Corresponding Obligations from time to time. (ce) For the purpose of this Section 10.20 the Administrative Agent acts in its own name and on behalf of itself (for the benefit of the Secured Parties and each subsequent maker of any Loan by its making thereof) and not as agent or representative of any of the Secured Parties and each subsequent maker of any Loan by its making thereof. (f) To the extent the Collateral Administrative Agent irrevocably receives any amount in payment of a the Parallel Debt of a Credit Party(the “Received Amount”), the Collateral Agent Corresponding Obligations shall distribute such be reduced by an aggregate amount among (the Lenders and “Deductible Amount”) equal to the Agents who are creditors Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations Obligations. For the avoidance of that Credit Party in accordance with doubt, to the terms of this Agreement, as if such extent the Administrative Agent irrevocably receives any amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt Obligations, the Parallel Debt shall be reduced accordingly as if such payment was received as a payment of the Parallel Debt. All amounts received or recovered by a Lender the Administrative Agent from or by the enforcement of any amount on a distribution by security interest granted to secure the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by applied in accordance with this Agreement. Without limiting or affecting the same amountAdministrative Agent’s rights against the Loan Parties (whether under this Section 10.20 or under any other provisions of the Loan Documents or any Secured Cash Management Agreement or Secured Hedge Agreement) each Loan Party acknowledges that (i) nothing in this Section 10.20 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, except in its capacity as Lender, Cash Management Bank or Hedge Bank and (ii) for the purpose of any vote taken under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender, Cash Management Bank or Hedge Bank.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Belgian Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Administrative Agent amounts equal to the any amounts payable owing from time to time by it in respect of its such Belgian Loan Party to any Secured Party under this Agreement, any other Loan Document or other relevant document pursuant to any Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each and when those amounts are due under any Loan Document or other relevant document (such payment undertaking of a Credit Party to the Collateral Agent undertakings under this Section 12.21(a) is hereinafter to be referred to as a 8.02 and the obligations and liabilities resulting therefrom being the “Parallel Debt”). (a) The Administrative Agent shall have its own independent right to demand and receive payment of the Parallel Debt by the Belgian Loan Parties. Each Belgian Loan Party and the Administrative Agent acknowledge that the obligations of each Belgian Loan Party under this Section 8.02 are several, separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amount for which each Belgian Loan Party is liable under Section 8.02 be limited or affected in any way by its Corresponding Obligations provided that: (i) the Parallel Debt shall be decreased to the extent that the Corresponding Obligations have been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Obligations shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Obligations; (iv) the Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and Obligations; and (v) for the avoidance of doubt the Parallel Debt will become due and payable as and at the same time when the Corresponding Obligation to which it corresponds becomes Obligations become due and payable. (b) Each The security granted under any Belgian Collateral Document with respect to Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit PartyDebt. (c) To Without limiting or affecting the extent Administrative Agent’s rights against any Belgian Loan Party (whether under this Agreement or any other Loan Document), each Belgian Loan Party acknowledges that: (i) nothing in this Agreement shall impose any obligation on the Collateral Administrative Agent irrevocably receives to advance any amount in payment sum to any Belgian Loan Party or otherwise under any Loan Document; and (ii) for the purpose of a Parallel Debt of a Credit Partyany vote taken under any Loan Document, the Collateral Administrative Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of not be regarded as having any participation or commitment other that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to those which it correspondshas in its capacity as a Lender. (d) Upon irrevocable receipt by The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the Obligations. (e) The Parallel Debt shall remain effective in case a Lender third Person should assume or be entitled, partially or in whole, to any rights of any amount on a distribution of the Secured Parties under any of the other Loan Documents, be it by virtue of assignment, assumption or otherwise. (f) All monies received or recovered by the Collateral Administrative Agent under Section 12.21(c) in respect pursuant to this Agreement and all amounts received or recovered by the Administrative Agent from or by the enforcement of a payment on a Parallel Debt, the Corresponding Obligation any security granted to which secure the Parallel Debt corresponds shall be reduced by applied in accordance with this Agreement. (g) For the same amountpurpose of this Section 8.02, the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee or representative of any other Secured Party.

Parallel Debt. (a) In respect Subject to the limitations set forth in Section 2.07 of ensuring the validity and enforceability of any Security Document governed by the law of The NetherlandsGuarantee Agreement, each Credit Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Agent amounts equal to the any amounts payable by it in respect of its Corresponding Obligations as they may exist owing from time to time, which undertaking time by such Loan Party (taking into account the limitations set forth in Section 2.07 of the Guarantee Agreement) to any Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document. (b) The Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Agent hereby accepts. Each payment undertaking acknowledge that the obligations of a Credit each Loan Party to the Collateral Agent under this Section 12.21(a8.17 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Loan Party under this Agreement or any other Loan Document (“Corresponding Debt”) nor shall the amounts for which each Loan Party is hereinafter to be referred to as a liable under paragraph (a) above (its “Parallel Debt”. Each ) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt will of each Loan Party shall be payable decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the currency Corresponding Debt of a Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or currencies discharged; (iii) the amount of the relevant Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Obligation and Debt; and (iv) for the avoidance of doubt, the Parallel Debt of a Loan Party will become due and payable as and at the same time when the its Corresponding Obligation to which it corresponds Debt becomes due and payable. (bc) Each For the purpose of this Section 8.17, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of shall not be held on trust. The Lien granted under any German Collateral Document with respect to the applicable Credit Party Parallel Debt is granted to the Collateral Agent which is separate and independent from, and without prejudice to, in its capacity as creditor of the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents and shall not be held on trust. (d) Without limiting or affecting the Collateral Agent’s own separate and independent claim to receive payment rights against any Loan Party (whether under this Agreement or any other Loan Document), each of such Parallel Debt from the applicable Credit Party.Loan Party acknowledges that: (ci) To the extent nothing in this Agreement shall impose any obligation on the Collateral Agent irrevocably receives to advance any amount sum to any Loan Party or otherwise under any Loan Document except in payment its capacity as a Lender; and (ii) for the purpose of a Parallel Debt of a Credit Partyany vote taken under any Loan Document, the Collateral Agent shall distribute such not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (e) The Parties to this Agreement acknowledge and confirm that the provisions contained in this Agreement shall not be interpreted so as to increase the maximum total amount among the Lenders and the Agents who are creditors of the Corresponding Obligations Obligations. (f) The Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of that Credit Party any of the Secured Parties under any of the other Loan Documents, be it by virtue of assignment, novation or otherwise. (g) All monies received or recovered by the Collateral Agent pursuant to this Agreement and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security granted to secure the Parallel Debt shall be applied in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsapplicable Security Document. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring this Agreement, the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Loan Parties hereby irrevocably and unconditionally undertakes undertake to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by it each Loan Party under this Section 12.28, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in respect of its Corresponding Obligations as they may exist from time insolvency proceedings affecting such Loan Party, to time, which undertaking the Collateral Agent hereby acceptspreserve their entitlement to be paid those amounts. Each payment undertaking of Any amount due and payable by a Credit Loan Party to the Collateral Administrative Agent under this Section 12.21(a12.28 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable payment in the currency or currencies full of the relevant Corresponding Obligation corresponding amount under the other provisions of the Loan Documents and will become any amount due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit by a Loan Party to the Collateral other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent which has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Administrative Agent to receive payment of such Parallel Debt from the applicable Credit Partyunder this Section 12.28. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Security Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as trustee or agent for the Secured Parties, notwithstanding any contrary provision in any Loan Document: (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Loan Party to a Secured Party under or in connection with the amounts payable by it Loan Documents as and when the same fall due for payment under or in connection with the Loan Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as of the date of this Agreement) and (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document or as a result of invalidity, illegality, or unenforceability of a Loan Document (the “Original Obligations”); (b) the Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the Collateral Agent hereby accepts. Each and any Secured Party as joint creditors; (c) the Parallel Obligations shall 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: (i) the Parallel Obligations shall be decreased to the extent the Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations to the Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) 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 trustee and all property subject to a Lien on Collateral shall secure the Parallel Obligations so owing to the Collateral Agent in its capacity of creditor of the Parallel Obligations; (f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join any proceedings as co-claimant with the Collateral Agent in respect of any claim by the Collateral Agent against a Loan Party under this Section 9.24; (g) each Loan Party agrees that: (i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.24 will not affect any claim of a Credit Secured Party to against such Loan Party under or in connection with the Loan Documents; and (ii) any defect affecting a claim of a Secured Party against any Loan Party under or in connection with the Loan Documents will not affect any claim of the Collateral Agent under this Section 12.21(a9.24; and (h) is hereinafter if the Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable any Loan Party, whether in the currency any kind of insolvency proceedings or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties has made a payment to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes a Secured Party, that Secured Party must repay an undertaking, obligation and liability of the applicable Credit Party amount equal to that recovery to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under any Security Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as trustee or agent for the Secured Parties, notwithstanding any contrary provision in any Loan Document: (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Loan Party to a Secured Party under or in connection with the amounts payable by it Loan Documents as and when the same fall due for payment under or in connection with the Loan Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as of the date of this Agreement) and (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document or as a result of invalidity, illegality, or unenforceability of a Loan Document (the “Original Obligations”); (b) the Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the Collateral Agent hereby accepts. Each and any Secured Party as joint creditors; (c) the Parallel Obligations shall 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: (i) the Parallel Obligations shall be decreased to the extent the Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations to the Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) 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 trustee and all property subject to a Lien on Collateral shall secure the Parallel Obligations so owing to the Collateral Agent in its capacity of creditor of the Parallel Obligations; (f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join any proceedings as co-claimant with the Collateral Agent in respect of any claim by the Collateral Agent against a Loan Party under this Section 9.24; (g) each Loan Party agrees that: (i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.23 will not affect any claim of a Credit Secured Party to against such Loan Party under or in connection with the Loan Documents; and (ii) any defect affecting a claim of a Secured Party against any Loan Party under or in connection with the Loan Documents will not affect any claim of the Collateral Agent under this Section 12.21(a9.23; and (h) is hereinafter if the Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable any Loan Party, whether in the currency any kind of insolvency proceedings or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties has made a payment to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes a Secured Party, that Secured Party must repay an undertaking, obligation and liability of the applicable Credit Party amount equal to that recovery to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Without prejudice to the provisions of the Credit Agreement and for the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed the security rights granted and to be granted by the law of The Netherlands, each Credit Party Pledgor under or pursuant to this Deed the Pledgor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Pledgee amounts equal to and in the amounts payable by it in respect currency of its Corresponding the Obligations as they may exist from time to time, which undertaking time due by the Collateral Agent hereby accepts. Each Pledgor in accordance with the terms and conditions of the Loan Documents (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable.); (b) Each of The Pledgor and the parties to this Agreement hereby acknowledges that: Pledgee acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Pledgor to the Collateral Agent Pledgee under this Deed which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Obligations which the Loan Parties have to which it corresponds; any Beneficiary and (ii) each that the Parallel Debt represents the Collateral AgentPledgee’s own separate and independent claim claims (vorderingen op naam) to receive payment of such the Parallel Debt, provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Obligations. (c) To Every payment of monies made by a Loan Party to any Beneficiary shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Pledgor contained in Clause 2.1(a), provided that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Pledgee shall be entitled to receive the amount of such payment from the Pledgor and the Pledgor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in Clause 2.1(c), but notwithstanding any of the other provisions of this Clause 2: (i) the total amount due and payable as Parallel Debt under this Clause 2 shall be decreased to the extent a Loan Party shall have paid any amounts to the Collateral Agent irrevocably Beneficiary to reduce the outstanding Obligations or any Beneficiary otherwise receives any amount in payment of a the Obligations; and (ii) to the extent that the Pledgor shall have paid any amounts to the Pledgee under the Parallel Debt or the Pledgee shall have otherwise received monies in payment of a Credit Partythe Parallel Debt, the Collateral Agent total amount due and payable under the Obligations shall distribute such amount among the Lenders and the Agents who are creditors be decreased as if said amounts were received directly in payment of the Corresponding Obligations Obligations. (e) The Pledgee, by signing this Deed, acknowledges the provisions of that Credit Party Clause 2.1 on behalf of the Loan Parties. (f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Pledgee which it has applied in reduction of its claim under the Parallel Debt in accordance with the terms of this AgreementDeed, as if such amount were received by the Collateral Agent in payment corresponding claim under the Obligations of the Corresponding Obligation to which it correspondsLoan Parties has not been discharged. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of establishing a valid Lien pursuant to any Security Document governed by the law of The Netherlands, Dutch or German law: (i) each Credit Foreign Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Foreign Loan Party to any Foreign Obligations Secured Party under the amounts payable by it in respect of its Corresponding Obligations Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as they each may exist be amended, varied, supplemented or extended from time to time) whether for principal, which undertaking interest, (including interest which, but for the Collateral Agent hereby accepts. Each payment undertaking filing of a Credit petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "Foreign Corresponding Debt"), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under this Section 12.21(athe Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable allowed against such Loan Party for such interest in the currency related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or currencies of the relevant Corresponding Obligation and will become due and payable otherwise, as and when those amounts are due (its "U.S. Corresponding Debt"), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the Corresponding Obligation undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to which it corresponds becomes due and payablethis paragraph (ii). (b) Each of the parties party to this Agreement hereby acknowledges that the obligations of each Loan Party under a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Loan Party is liable under a Parallel Debt be limited or affected in any way by its relevant Corresponding Debt provided that: : (i) each a Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit a Loan Party shall be decreased to the Collateral Agent which is separate and independent from, and without prejudice to, extent that its relevant Corresponding Debt has been irrevocably paid or (in the Corresponding Obligation to which it corresponds; and case of guarantee obligations) discharged; (ii) each a Corresponding Debt of a Loan Party shall be decreased to the extent its relevant Parallel Debt represents has been irrevocably paid or (in the Collateral Agent’s own separate and independent claim to receive payment case of such Parallel Debt from the applicable Credit Party.guarantee obligations) discharged; and (ciii) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit PartyLoan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall distribute such amount among not be held on trust. Any Lien granted to the Lenders Collateral Agent to secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Agents who are creditors Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of the Corresponding Obligations of that Credit Party any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), as if such amount were received by the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in payment the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the Corresponding Obligation relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to which it correspondsact in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any act reasonably incidental to the foregoing). (df) Upon irrevocable receipt by Without limiting or affecting the Collateral Agent's rights against a Lender Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.14 shall impose any amount obligation on a distribution by the Collateral Agent to advance any sum to a Loan Party or otherwise under a Loan Document, except in its capacity as Lender; and (ii) for the purpose of any vote taken under a Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 12.21(c) 9.14 a claim of the Collateral Agent against a Loan Party in respect of a payment on a Parallel DebtDebt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent does constitute such common property and such provisions do apply, the Corresponding Obligation parties to which this Agreement agree that this Agreement shall constitute the Parallel Debt corresponds administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) For the purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be reduced the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to demand performance by the same amountLoan Parties of those obligations (Gesamtgläubigerschaft) in full. (j) Notwithstanding anything to the contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or provide any security for, any Obligation of a U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, this Agreement each Credit Party Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts expressly (including any successor Security Agent), as creditor in its own right and not as representative (vertegenwoordiger) of the other Finance Parties, sums equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of each amount payable by the Obligors to each of the relevant Corresponding Obligation and will become due and payable Finance Parties under each of the Finance Documents as and when that amount falls due for payment under the Corresponding Obligation to which it corresponds becomes relevant Finance Document or would have fallen due and payablebut for any suspension of payment, moratorium, discharge by operation of law or analogous event (the "Parallel Debt"). (b) Each The Security Agent shall have its own independent right to demand payment of the parties to amounts payable by the Obligors under this Agreement hereby acknowledges that: Clause 27.2 irrespective of any suspension, extinction or any other discharge for any reason whatsoever (iotherwise than by payment) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Obligors' obligation to pay those amounts to the Collateral other Finance Parties other than a discharge by virtue of payment which those Finance Parties are entitled to retain. (c) Any amount due and payable by any Obligor to the Security Agent which under this Clause 27.2 shall be decreased to the extent that the other Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any amount due and payable by the Obligors to the other Finance Parties under those provisions shall be decreased to the extent that the Security Agent has received (and is able to retain) payment in full of the corresponding amount under this Clause 27.2. (d) The rights of the Finance Parties (other than the Security Agent) to receive payment of amounts payable by the Obligors under the Finance Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Security Agent to receive payment of such Parallel Debt from the applicable Credit Partyunder this Clause 27.2. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (ai) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Administrative Agent amounts equal to the any amounts payable by it in respect of its Corresponding Obligations as they may exist owing from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit time by such Loan Party to the Collateral Agent any Lender Party under this Agreement and any other Loan Document pursuant to any Secured Obligations as and when those amounts are due under any Loan Document (such payment undertakings under this Section 12.21(a8.10(b) is hereinafter to be referred to as a and the obligations and liabilities resulting therefrom being the “Parallel Debt”); (ii) the Administrative Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Administrative Agent acknowledge that the obligations of each Loan Party under Section 5.06 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Loan Party to any Lender Party under this Agreement or any other Loan Document (the “Corresponding Debt”) nor shall the amounts for which each Loan Party are liable under this Section 8.10(b) be limited or affected in any way by its Corresponding Debt provided that: (A) the Parallel Debt shall be decreased to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (B) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (C) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (D) the Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation Debt; and (E) for the avoidance of doubt, the Parallel Debt will become due and payable as and at the same time when the Corresponding Obligation to which it corresponds Debt becomes due and payable.; (biii) Each the security granted under any German Security Agreement and any Dutch Security Agreement with respect to the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the parties to Parallel Debt; (iv) without limiting or affecting the Administrative Agent’s rights against any Loan Party (whether under this Agreement hereby or any other Loan Document), each Loan Party acknowledges that: (iA) each Parallel Debt constitutes an undertaking, in this Agreement shall impose any obligation and liability of on the applicable Credit Administrative Agent to advance any sum to any Loan Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it correspondsor otherwise under any Loan Document; and (iiB) each for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other that those which it has in its capacity as a Lender; (v) the Parties to this Agreement acknowledge and confirm that the provisions contained in this Agreement shall not be interpreted so as to increase the maximum total amount of the Obligations; (vi) the Parallel Debt represents shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Collateral Agent’s own separate Lender Parties under any Loan Documents, be it by virtue of assignment, assumption or otherwise; and (vii) all monies received or recovered by the Administrative Agent pursuant to this Agreement and independent claim all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to receive payment of such secure the Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party be applied in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (ai) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Euro Borrower irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Administrative Agent amounts an amount equal to the amounts payable by it in respect aggregate of its Corresponding all Foreign Obligations as they may exist to all the Lenders and the Issuing Bank from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of this Agreement (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be obligations and liabilities which are the result thereof are referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (bii) Each of the parties to this Agreement hereby acknowledges that: that (i) each for this purpose, the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower to the Collateral Administrative Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation Foreign Obligations which the Euro Borrower owes to which it corresponds; any Lender or Issuing Bank and (ii) each that the Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from by the applicable Credit PartyEuro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (cA) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Collateral Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent irrevocably receives any amount under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which total amount due under the Parallel Debt corresponds Foreign Obligations shall be reduced by the same amountdecreased.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Second Lien Collateral granted under the Second Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Second Lien Collateral Agent as trustee or agent for some or all of the Second Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document: (a) In respect of ensuring the validity each Issuer and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Guarantor irrevocably and unconditionally undertakes to pay to the Second Lien Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Issuer or Guarantor to Second Priority Notes Secured Parties under or in connection with the amounts payable by it Note Documents as and when the same fall due for payment under or in connection with the Note Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to Second Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (the “Original Obligations”); (b) the Second Lien Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the Second Lien Collateral Agent hereby accepts. Each and any other Second Priority Notes Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the Second Priority Notes Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above: (i) the Parallel Obligations shall be decreased to the extent the Second Lien Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations to the Second Lien Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant Second Priority Notes Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Second Lien Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) the Parallel Obligations are owed to the Second Lien Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Second Lien Collateral shall secure the Parallel Obligations so owing to the Second Lien Collateral Agent in its capacity as creditor of the Parallel Obligations; (f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a Second Priority Notes Secured Party to join any proceedings as co-claimant with the Second Lien Collateral Agent in respect of any claim by the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11; (g) each Issuer and Guarantor agrees that: (i) any defect affecting a claim of the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a Credit Second Priority Notes Secured Party to against such Issuer or Guarantor under or in connection with the Second Lien Documents; and (ii) any defect affecting a claim of a Second Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the Second Lien Collateral Agent under this Section 12.21(a13.11; and (h) is hereinafter if the Second Lien Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable any Issuer or Guarantor, whether in the currency any kind of insolvency proceeding or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payablehas made a payment to a Second Priority Notes Secured Party, that Second Priority Notes Secured Party must repay an amount equal to that recovery to the Second Lien Collateral Agent. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertakingFor purposes of any Second Lien Collateral Document governed by Dutch law, obligation and liability of any resignation by the applicable Credit Party to the Second Lien Collateral Agent which is separate not effective with respect to its rights under the Parallel Obligations until all rights and independent from, obligations under the Parallel Obligations have been assigned to and without prejudice to, assumed by the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Partysuccessor agent appointed in accordance with this Indenture. (cj) To the extent the The Second Lien Collateral Agent irrevocably receives any amount will reasonably cooperate in payment of transferring its rights and obligations under the Parallel Obligations to a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party successor agent in accordance with the terms this Indenture and will reasonably cooperate in transferring all rights and obligations under any Second Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of this Agreement, as if such amount were received rights and obligations by the Second Lien Collateral Agent to a successor collateral agent in payment of the Corresponding Obligation to which it correspondsaccordance with this Indenture. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts equal to any amounts owing by the Borrower to any of the Secured Parties under any Loan Document as and when, and in the currency in which, those amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking are due (the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each ); provided that, for the avoidance of doubt, notwithstanding any other provision hereof, the aggregate amount owed by the Borrower under or in connection with this Agreement or any other Loan Document (including in connection with the Parallel Debt will be payable in or otherwise) shall not exceed the currency or currencies aggregate amount of the relevant Corresponding Obligation Obligations. Following this, notwithstanding anything to the contrary in any of the Loan Documents, each party agrees that the Administrative Agent shall be the joint and several creditor (Gesamtgläubiger) (together with each Secured Party (other than the Administrative Agent)) of each and every of the Obligations of the Borrower towards each of the Secured Parties (other than the Administrative Agent) under any of the Loan Documents, and that accordingly the Administrative Agent will become due and payable as and when have its own independent right to demand performance by the Corresponding Obligation to which it corresponds becomes due and payableBorrower of the Obligations. (b) Each The Borrower and the Administrative Agent acknowledge that the obligations of the parties Borrower under paragraph (a) above are several and are separate and independent from the Obligations, and that the Collateral shall also serve, and shall at all times be deemed to this Agreement hereby acknowledges be granted according to the Security Agreements, as collateral security for the Parallel Debt; provided that: : (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party shall be decreased to the Collateral Agent which is separate and independent from, and without prejudice to, extent that its Obligations have been irrevocably paid or (in the Corresponding Obligation to which it corresponds; and case of any guarantees hereunder) discharged; (ii) each the Obligations of the Borrower shall be decreased to the extent that its Parallel Debt represents has been irrevocably paid or discharged; and (iii) the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from of the applicable Credit PartyBorrower shall not exceed its Obligations. (c) To The Administrative Agent shall hold the extent claims against the Collateral Agent irrevocably receives any amount in payment of a Borrower under the Parallel Debt of a Credit Party, structure under this Section 11.10 as agent for the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party Secured Parties in accordance with the terms provisions of this Agreement, . The Administrative Agent shall distribute any amounts received under the Parallel Debt claims among the Secured Parties in accordance with the provisions of this Agreement as if such amount were was received by under the Collateral Agent in payment of the Corresponding Obligation to which it correspondsObligations. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Each of ensuring the validity Borrower and enforceability of any Security Document governed by the law of The Netherlandseach other Guarantor (each, each Credit Party a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount payable by it such Principal Party in respect of its Corresponding Obligations as they may exist from time each and every payment obligation owed to timeeach and every Secured Party under the Loan Documents or, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent extent included in the Obligations, under this Section 12.21(aany Hedging Agreement or arising out of or in connection with Cash Management Services or other similar services provided by any Secured Party (the “Principal Obligations”) is hereinafter to be referred to as a “Parallel Debt”in accordance with the terms and conditions of such Principal Obligations. Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will any Principal Party shall become due and payable as and when the Corresponding any Principal Obligation to which it corresponds of such Principal Party becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges The Administrative Agent and each Principal Party agree and acknowledge that: : (i) each the Parallel Debt of each Principal Party constitutes an undertaking, obligation and liability of the applicable Credit such Principal Party to the Collateral Administrative Agent which (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, the Corresponding any Principal Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from such Principal Party; and (ii) the applicable Credit Partysecurity interest created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (c) To The Administrative Agent and each Principal Party agree that: (i) the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, each Principal Party shall be decreased if and to the Collateral Agent shall distribute such amount among extent that the Lenders and the Agents who are creditors of the Corresponding Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that Credit the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and (iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party. (d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement, as if such amount were received by Agreement and the Collateral Agent in payment of the Corresponding Obligation to which it correspondsother Security Documents. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. For the purposes of taking and ensuring the continuing validity of security (a“Parallel Debt Security”) In under the Credit Documents subject to the laws of Germany and the Netherlands, notwithstanding any contrary provision in this Agreement: (i) each Obligor irrevocably undertakes, by way of an abstract acknowledgement of debt and as an independent payment obligation (such undertakings, the “Parallel Obligations”), to pay to Collateral Agent amounts equal to all present and future amounts owing by it to a Secured Party under and in connection with the Credit Documents, including, for the avoidance of doubt, any obligations resulting from unjustified enrichment or tort, (the “Original Obligations”), provided that this shall not, at any time, result in an Obligor incurring an aggregate obligation to the Secured Parties which is greater than its obligations to the Secured Parties under the Credit Documents; (ii) Collateral Agent shall have its own independent right to demand and receive payment of the Parallel Obligations; (iii) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (iv) notwithstanding Section 9.8(d)(i), payment by an 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 Party and payment by an Obligor of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to Collateral Agent; (v) the Parallel Obligations are owed to Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and the Parallel Debt Security shall secure the Parallel Obligations so owing; (vi) without limiting or affecting Collateral Agent’s right to protect, preserve or enforce its rights in relation to any Secured Obligations, Collateral Agent undertakes to each Secured Party not to exercise its rights in respect of ensuring the validity and enforceability Parallel Obligations without the consent of any Security Document governed by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally relevant Secured Party; and (vii) Collateral Agent undertakes to pay to the Collateral Agent amounts equal to the amounts payable Secured Parties any amount collected or received by it in respect payment or partial payment of its Corresponding the Parallel Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party and shall distribute any amount so received to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party Secured Parties in accordance with the terms of this Agreement, the Pledge and Security Agreement as if such amount were amounts had been received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountOriginal Obligations.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Each Obligor hereby irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Facility Agent amounts an amount equal to the amounts payable by it in respect aggregate of all its Corresponding Principal Obligations as they may exist to all the Finance Parties from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of such Principal Obligations (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “obligations and liabilities which are the result thereof, its Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of the parties to this Agreement Parties hereby acknowledges that: : (i) each for this purpose, the Parallel Debt of an Obligor constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party such Obligor to the Collateral Facility Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation Principal Obligations which such Obligor has to which it correspondsany Finance Party; and and (ii) each the Parallel Debt represents the Collateral Facility Agent’s own separate and independent claim to receive payment of such Parallel Debt from by such Obligor, provided that the applicable Credit Partytotal amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor to all the Finance Parties. (ci) To The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 shall be decreased to the extent that such Obligor shall have paid any amounts to the Collateral Agent irrevocably Finance Parties or any of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of a such Principal Obligations (other than by virtue of paragraph (ii) below); and (ii) to the extent that an Obligor shall have paid any amounts to the Facility Agent under the Parallel Debt of a Credit Party, or the Collateral Facility Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a such Parallel Debt, the Corresponding Obligation to which total amount due under the Parallel Debt corresponds Principal Obligations shall be reduced by the same amountdecreased.

Parallel Debt. (a) In respect of ensuring For the validity and enforceability purpose of any German Security Document governed by Document, the law of The Netherlands, each Credit Party hereby German Borrower irrevocably and unconditionally undertakes undertakes, by way of an abstract acknowledgement of debt, to pay to the Collateral Agent amounts as creditor in its own right and not as representative of the Secured Parties, an amount equal to the amounts payable by it in respect aggregate of its Corresponding all Obligations as they may exist of the German Borrower to each Secured Party from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of such Obligations (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is obligations and liabilities which are the result thereof, hereinafter to be referred to as a being the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of the The parties to this Agreement hereby acknowledges that: acknowledge and agree that (i) each the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party German Borrower to the Collateral Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation Obligations which the German Borrower have to which it corresponds; any Secured Party, and (ii) each that the Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from by the applicable Credit PartyGerman Borrower; provided that the total amount which may become due under the Parallel Debt of the German Borrower under this Section 12.14(b) shall never exceed the total amount which may become due under all the Obligations of the German Borrower to the Secured Parties. (c) To The total amount due by the German Borrower as the Parallel Debt under this Section 12.14 shall be decreased to the extent that the Collateral Agent irrevocably German Borrower shall have paid any amounts to the Secured Parties or any of them to reduce the German Borrower’s outstanding Obligations or a Secured Party otherwise receives any amount in payment of such Obligations (other than by virtue of Section 12.14(d) below). (d) To the extent that the German Borrower shall have paid any amounts to the Collateral Agent under the Parallel Debt or the Collateral Agent shall have otherwise received monies in payment of such Parallel Debt from the German Borrower, the total amount due under the Obligations of the German Borrower shall be decreased. (e) All monies received or recovered by the Collateral Agent pursuant to this Section 12.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure a Parallel Debt, shall be applied in accordance with this Agreement. (f) For the purpose of this Section 12.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. (g) Without limiting or affecting the Collateral Agent’s rights against the German Borrower (whether under this Section 12.14 or under any other provision of the Credit Documents), the German Borrower acknowledges that: (i) nothing in this Section 12.14 shall impose any obligation on the Collateral Agent to advance any sum to the German Borrower or otherwise under any Credit Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Credit PartyDocument, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, not be regarded as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to having any participation or commitment other than those which it correspondshas in its capacity as a Lender. (dh) Upon irrevocable receipt by a Lender For the avoidance of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on doubt, a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by will become due and payable at the same amounttime the German Borrower’s Obligations become due and payable.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, Issuers and each Credit Party hereby irrevocably and unconditionally undertakes to pay Guarantor to the Collateral Agent amounts Security Agent, an amount equal to and in the amounts payable by it in respect same currency of its Corresponding Obligations as they may exist the obligations under the Notes and the Guarantees from time to timetime due by the Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, which undertaking including for the Collateral avoidance of doubt, the limitations set out under Section 10.04, shall be owing as a separate and independent obligation of the Issuers and each Guarantor to the Security Agent hereby accepts. Each (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of The Issuers, each Guarantor and the parties to this Agreement hereby acknowledges that: Security Agent acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Issuers and each Guarantor to the Collateral Security Agent under this Indenture and the Security Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding obligations under the Notes and Guarantees which the Issuers or such Guarantor has to which it corresponds; the Holders and (ii) each that the Parallel Debt represents the Collateral Security Agent’s own separate and independent claim claims to receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Notes and Guarantees; provided, further, that the Security Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement). (c) To Every payment of monies made by the Issuers or a Guarantor to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Guarantor contained in Section 11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Security Agent shall be entitled to receive the amount of such payment from the Issuers or such Guarantor and the Issuers or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in Section 11.05(c), but notwithstanding any of the other provisions of this clause (d): (i) the total amount due and payable as Parallel Debt under this Section 11.05 shall be decreased to the extent that the Collateral Issuers or a Guarantor shall have paid any amounts to the Security Agent irrevocably or to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Security Agent or the Trustee on behalf of the Holders otherwise receives any amount in payment of the Notes and the Guarantees; and (ii) to the extent that the Issuers or a Guarantor shall have paid any amounts to the Trustee or to the Security Agent under the Parallel Debt of a Credit Party, or the Collateral Trustee or the Security Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which total amount due and payable under the Parallel Debt corresponds Notes and the Guarantees shall be reduced by decreased as if said amounts were received directly in payment of the same amountNotes and Guarantees.

Parallel Debt. (a) In respect Without prejudice to the provisions of the Credit Agreement and for the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed the security rights granted and to be granted by the law of The Netherlands, each Credit Party Pledgor under or pursuant to this Deed the Pledgor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Pledgee amounts equal to and in the amounts payable by it in respect currency of its Corresponding the Foreign Obligations as they may exist from time to time, which undertaking time due by the Collateral Agent hereby accepts. Each Pledgor in accordance with the terms and conditions of the Loan Documents (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable.); (b) Each of The Pledgor and the parties to this Agreement hereby acknowledges that: Pledgee acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Pledgor to the Collateral Agent Pledgee under this Deed which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Foreign Obligations which the Loan Parties have to which it corresponds; any of the Guaranteed Parties and (ii) each that the Parallel Debt represents the Collateral AgentPledgee’s own separate and independent claim claims (vorderingen op naam) to receive payment of such the Parallel Debt, provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Foreign Obligations. (c) To Every payment of monies made by a Loan Party to any of the Guaranteed Parties shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Pledgor contained in Clause 2.1(a), provided that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Pledgee shall be entitled to receive the amount of such payment from the Pledgor and the Pledgor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in Clause 2.1(c), but notwithstanding any of the other provisions of this Clause 2: (i) the total amount due and payable as Parallel Debt under this Clause 2 shall be decreased to the extent a Loan Party shall have paid any amounts to any of the Collateral Agent irrevocably Guaranteed Parties to reduce the outstanding Foreign Obligations or any of the Guaranteed Parties otherwise receives any amount in payment of a the Foreign Obligations; and (ii) to the extent that the Pledgor shall have paid any amounts to the Pledgee under the Parallel Debt or the Pledgee shall have otherwise received monies in payment of a Credit Partythe Parallel Debt, the Collateral Agent total amount due and payable under the Foreign Obligations shall distribute such amount among the Lenders and the Agents who are creditors be decreased as if said amounts were received directly in payment of the Corresponding Obligations Foreign Obligations. (e) The Pledgee, by signing this Deed, acknowledges the provisions of that Credit Party Clause 2.1 on behalf of the Loan Parties. (f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Pledgee which it has applied in reduction of its claim under the Parallel Debt in accordance with the terms of this AgreementDeed, as if such amount were received by the Collateral Agent in payment corresponding claim under the Foreign Obligations of the Corresponding Obligation to which it correspondsLoan Parties has not been discharged. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect For the purpose of ensuring creating effective security under Dutch law and the validity and enforceability laws of any Security Document governed by the law of The Netherlandssome other jurisdictions, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payablethose amounts are due. (b) Each Loan Party and the Administrative Agent acknowledge that the obligations of the parties to this Agreement hereby acknowledges that: each Loan Party under paragraph (ia) each Parallel Debt constitutes an undertaking, obligation above are several and liability of the applicable Credit Party to the Collateral Agent which is are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding obligations of that Loan Party to a Lender, the L/C Issuer, the Administrative Agent or any other holder of the Obligations (its “Corresponding Obligation Debt”) nor shall the amounts for which each Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each Loan Party shall be decreased to which it corresponds; and the extent that its Corresponding Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; (ii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt represents has been irrevocably paid or (in the Collateral Agent’s own separate and independent claim to receive payment case of such guaranty obligations) discharged; and (iii) the amount of the Parallel Debt from of a Loan Party shall at all times be equal to the applicable Credit Partyamount of its Corresponding Debt. (c) To For the extent purpose of this Section 10.12, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Collateral granted under the Collateral Documents to the Administrative Agent irrevocably receives any amount in payment of a to secure the Parallel Debt of a Credit Party, is granted to the Collateral Administrative Agent shall distribute such amount among the Lenders and the Agents who are creditors in its capacity as creditor of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsParallel Debt and shall not be held on trust. (d) Upon irrevocable receipt All monies received or recovered by a Lender the Administrative Agent pursuant to this Section 10.12, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any amount on a distribution by Collateral granted to secure the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountapplied in accordance with Section 9.03.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ai) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Borrower irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Administrative Agent amounts an amount equal to the amounts payable by it in respect aggregate of its Corresponding all Obligations as they may exist to all the Lenders and the Issuing Bank from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of this Agreement (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be obligations and liabilities which are the result thereof are referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (bii) Each of the parties to this Agreement hereby acknowledges that: that (i) each for this purpose, the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Borrower constitutes undertakings, obligations and liabilities of the Borrower to the Collateral Administrative Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation Obligations which the Borrower owes to which it corresponds; any Lender or Issuing Bank and (ii) each that the Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from by the applicable Credit PartyBorrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (cA) To The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Collateral Agent Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of a such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt of a Credit Party, or the Collateral Administrative Agent shall distribute such amount among the Lenders have otherwise received monies in irrevocable and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in unconditional payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a such Parallel Debt, the Corresponding Obligation to which total amount due under the Parallel Debt corresponds Obligations shall be reduced by the same amountdecreased.

Parallel Debt. (a) In respect Notwithstanding any other provision of this Agreement and solely for the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed by certain of the law of The NetherlandsCollateral Documents and subject, as provided below, each Credit Party of the Loan Parties hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking or the Collateral Agent hereby accepts. Each payment undertaking (aas applicable), as creditor in its own right and not as representative of a Credit the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each and any of the Collateral Agent Secured Parties under this Section 12.21(a) is hereinafter any of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Guarantor, to preserve its entitlement to be referred to as a paid that amount (the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each The Administrative Agent or the Collateral Agent (as applicable) shall have its own independent right to demand payment of the parties amounts payable by each Guarantor under the Loan Documents, irrespective of any discharge of such Guarantor’s obligation to this Agreement hereby acknowledges that: pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (ic) each Parallel Debt constitutes an undertaking, obligation Any amount due and liability of the applicable Credit payable by a Loan Party to the Administrative Agent or the Collateral Agent which (as applicable) under this Section 10.26 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent or the Collateral Agent (as applicable) has received (and is able to retain) payment in full of the corresponding amount thereunder. (d) The rights of the Secured Parties (other than the Administrative Agent or the Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, but without duplication of, the Corresponding Obligation to which it corresponds; rights of the Administrative Agent and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim Agent (as applicable) to receive payment of such Parallel Debt from the applicable Credit Partyunder this Section 10.26. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay Loan Parties to the Collateral Agent amounts (or any sub-agent thereof) for the benefit of the Secured Parties, an amount equal to and in the amounts payable by it in respect of its Corresponding same currency as the Obligations as they may exist from time to timetime due by such Loan Party in accordance with the terms and conditions of the Loan Documents, which undertaking including for the avoidance of doubt, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as separate and independent obligations of such Loan Party to each of (i) the Collateral Agent hereby accepts. Each (such payment undertaking and the obligations and liabilities which are the result thereof the “Collateral Agent Parallel Debt”) and (ii) any sub-agent of the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Sub-Agent Parallel Debt” and, together with the Collateral Agent Parallel Debt, the “Parallel Debt”). Solely for the purposes of the Collateral Documents governed by Russian law, the Collateral Agent acts as a Credit joint and several creditor with each Secured Party. (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Collateral Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to Loan Documents which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Obligations under the Loan Documents which such Loan Party has to which it correspondsthe Secured Parties or any obligations with respect to the Sub-Agent Parallel Debt; and (ii) for this purpose the Sub-Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to each sub-agent, if any, of the Collateral Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties or any obligations with respect to the Collateral Agent Parallel Debt; (iii) that the Collateral Agent Parallel Debt represents the Collateral Agent’s own separate and independent claim claims to receive payment of such the Collateral Agent Parallel Debt; and (iv) that the Sub-Agent Parallel Debt from represents the applicable Credit Partysub-agent’s own claims to receive payment of the Sub-Agent Parallel Debt; provided that the total amount which may become due under each of the Collateral Agent Parallel Debt and the Sub-Agent Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent and any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement). (c) To the extent Every payment of monies made by a Loan Party to the Collateral Agent irrevocably or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in Section 10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 10.22, but notwithstanding any of the other provisions of this Section 10.22: (i) the total amount due and payable as Collateral Agent Parallel Debt and Sub-Agent Parallel Debt under this Section 10.22 shall be each decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) or to the Administrative Agent on behalf of the Secured Parties or any of them to reduce the outstanding principal amount of the Obligations or the Collateral Agent (or any sub-agent thereof) or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the Obligations; and (ii) to the extent that a Parallel Debt of a Credit Party, Loan Party shall have paid any amounts to the Administrative Agent or to the Collateral Agent (or any sub-agent thereof) under the applicable Parallel Debt or the Administrative Agent or the Collateral Agent (or any sub-agent thereof) shall distribute such amount among the Lenders and the Agents who are creditors have otherwise received monies in payment of the Corresponding Obligations applicable Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of that Credit Party in accordance with the terms Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to Article IX of this Agreement, as if such amount were received by the retiring Collateral Agent or sub-agent shall at the Loan Parties’ sole cost and expense (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in payment of each case to the Corresponding Obligation to which it correspondssuccessor Collateral Agent or sub-agent, as applicable. (db) Upon irrevocable receipt by a Lender Pursuant to clause (vii)(b) of the final paragraph of Section 10.01 of the Credit Agreement, the Borrower and the Administrative Agent hereby agree that, for the avoidance of doubt, in applying the 65% limitation on the pledge of the voting stock of any amount on a distribution by Subsidiary pursuant to clause (D) of the definition “Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debtand Guarantee Requirement”, the Corresponding Obligation to which determination of the Parallel Debt corresponds percentage of total voting power of all outstanding voting stock in a Subsidiary pledged shall be reduced include all voting stock in such Subsidiary pledged by the same amountany Person.

Parallel Debt. (Covenant to pay the Security Agent) (a) In respect Each of ensuring the validity Debtors and enforceability of any each Secured Party (other than the Security Document governed by the law of The Netherlands, each Credit Party Agent) hereby irrevocably and unconditionally agrees and undertakes to with the Security Agent (and, where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) that each of the Debtors shall pay to the Collateral Security Agent amounts sums equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to timeto, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of of, any sums owing by it to a Secured Party (other than the relevant Corresponding Obligation and will become due and payable Security Agent) under any Finance Documents (the “Principal Obligations”) as and when the Corresponding Obligation same fall due for payment under the relevant Finance Document (together with the obligations described in paragraph (e) below, the “Parallel Debt Obligations”) provided that prior to which it corresponds becomes due and payablethe 2012/2032 Final Notes Redemption, the Parallel Debt Obligations in respect of Security over Principal Property shall be subject to the limitations in Clause 18 (Limitation on Principal Property over Security). (b) Each of the parties Debtors and each Secured Party (other than the Security Agent) acknowledges that the right of the Security Agent to this Agreement hereby acknowledges that: (i) each demand payment of the Parallel Debt constitutes an undertaking, obligation Obligations shall be independent and liability several from the rights of the applicable Credit Party other Secured Parties to demand payment of the Principal Obligations provided that the payment by a Debtor of its Parallel Debt Obligations to the Collateral Security Agent which is separate in accordance with this Clause 16.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and independent from, and without prejudice to, vice versa the Corresponding Obligation to which it corresponds; and payment by a Debtor of its Principal Obligations in accordance with the provisions of the Finance Documents shall also discharge (iiin the amount of the relevant payment) each the corresponding Parallel Debt represents Obligations but further provided that no Principal Obligation shall be discharged by a discharge of the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from Obligations if such discharge of the applicable Credit PartyParallel Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent. (c) To Despite the extent foregoing, any payment under the Collateral Finance Documents shall be made to the Security Agent irrevocably receives unless expressly stated otherwise in any amount in Finance Document or unless the Security Agent directs such payment of a Parallel Debt of a Credit Party, to be made to the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSecurity Agent. (d) Upon irrevocable receipt by a Lender Without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 16.2 or under any other provision of any amount the Finance Documents), the Security Agent agrees with each other Secured Party (on a distribution by several and divided basis) that it will not exercise its rights under the Collateral Agent under Section 12.21(c) Parallel Debt Obligations in respect of the Principal Obligations owing to a payment on a Parallel DebtSecured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by this Agreement, the Corresponding Obligation relevant Transaction Security Document or any other Finance Document (or to which do any act reasonably incidental to the Parallel Debt corresponds foregoing). (e) The Security Agent, the Debtors and each of the other Secured Parties agree that the Security Agent shall be reduced the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Debtors towards that other Secured Party under the Finance Documents, and that accordingly the Security Agent will have its own and independent right to demand performance by the same amountDebtors of those obligations (Gesamtgläubigerschaft) in full.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the First Lien Collateral granted under the First Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the First Lien Collateral Agent as trustee or agent for some or all of the First Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document: (a) In respect of ensuring the validity each Issuer and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Guarantor irrevocably and unconditionally undertakes to pay to the First Lien Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Issuer or Guarantor to First Priority Notes Secured Parties under or in connection with the amounts payable by it Note Documents as and when the same fall due for payment under or in connection with the Note Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to First Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (the “Original Obligations”); (b) the First Lien Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the First Lien Collateral Agent hereby accepts. Each and any other First Priority Notes Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the First Priority Notes Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above: (i) the Parallel Obligations shall be decreased to the extent the First Lien Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations to the First Lien Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant First Priority Notes Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the First Lien Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) the Parallel Obligations are owed to the First Lien Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on First Lien Collateral shall secure the Parallel Obligations so owing to the First Lien Collateral Agent in its capacity as creditor of the Parallel Obligations; (f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a First Priority Notes Secured Party to join any proceedings as co-claimant with the First Lien Collateral Agent in respect of any claim by the First Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11; (g) each Issuer and Guarantor agrees that: (i) any defect affecting a claim of the First Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a Credit First Priority Notes Secured Party to against such Issuer or Guarantor under or in connection with the First Lien Documents; and (ii) any defect affecting a claim of a First Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the First Lien Collateral Agent under this Section 12.21(a13.11; and (h) is hereinafter if the First Lien Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable any Issuer or Guarantor, whether in the currency any kind of insolvency proceeding or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payablehas made a payment to a First Priority Notes Secured Party, that First Priority Notes Secured Party must repay an amount equal to that recovery to the First Lien Collateral Agent. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertakingFor purposes of any First Lien Collateral Document governed by Dutch law, obligation and liability of any resignation by the applicable Credit Party to the First Lien Collateral Agent which is separate not effective with respect to its rights under the Parallel Obligations until all rights and independent from, obligations under the Parallel Obligations have been assigned to and without prejudice to, assumed by the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Partysuccessor agent appointed in accordance with this Indenture. (cj) To the extent the The First Lien Collateral Agent irrevocably receives any amount will reasonably cooperate in payment of transferring its rights and obligations under the Parallel Obligations to a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party successor agent in accordance with the terms this Indenture and will reasonably cooperate in transferring all rights and obligations under any First Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of this Agreement, as if such amount were received rights and obligations by the First Lien Collateral Agent to a successor collateral agent in payment of the Corresponding Obligation to which it correspondsaccordance with this Indenture. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring this Agreement, and solely for the validity purpose of security granted under the Swiss Security Documents, Borrower and enforceability of any Security Document governed by the law of The Netherlands, other Credit Parties each Credit Party hereby irrevocably and unconditionally undertakes (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis)) to pay to Agent as creditor in its own right and not as a representative of the Collateral Agent Lenders amounts equal to the any amounts payable by it in respect of its Corresponding Obligations as they may exist owing from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a time by such Credit Party to the Collateral Agent any Lender under this Section 12.21(a) is hereinafter to be referred to any Financing Documents as a “Parallel Debt”. Each Parallel Debt will be payable and when, and in the currency or currencies of of, those amounts are due for payment under the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payableapplicable Financing Documents. (b) Each Borrower and the other Credit Parties each acknowledge that the obligations of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is under Section 14.13(a) are several and are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding obligations of such Credit Party to any Lender under any Financing Documents, as applicable (its “Corresponding Obligation Debt”), nor shall the amounts for which each Credit Party is liable under Section 14.13(a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided, that, (i) the Parallel Debt of each Credit Party shall be decreased to which it correspondsthe extent that its Corresponding Debt has been irrevocably paid or discharged; and (ii) the Corresponding Debt of each Credit Party shall be decreased to the extent that its Parallel Debt represents has been irrevocably paid or discharged, but further provided that the Collateral Corresponding Debt shall not be decreased, if it is effected by virtue of any set-off, counterclaim or similar defence invoked by a Credit Party vis-à-vis the Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To Agent acts in its own name and not as a trustee, and its claims in respect of the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, shall not be held in trust. The Liens granted under the Collateral Financing Documents to Agent shall distribute such amount among to secure the Lenders and the Agents who are creditors Parallel Debt is granted to Agent in its capacity as creditor of the Corresponding Obligations of that Credit Party Parallel Debt and shall not be held in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondstrust. (d) Upon irrevocable receipt All monies received or recovered by a Lender Agent pursuant to this Section 14.13, and all amounts received or recovered by Agent from or by the enforcement of any amount on a distribution by security interest granted to secure the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by applied in accordance with this Agreement. (e) Without limiting or affecting Agent’s rights against the same amountCredit Parties (whether under this Section 14.13 or under any other provision of the Financing Documents, as applicable) each Credit Party acknowledges that (i) nothing in this Section 14.13 shall impose any obligation on Agent to advance any sum to any Credit Party or otherwise under any Financing Documents, except in its capacity as Lender; and (ii) for the purpose of any vote taken under any Financing Documents, Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Purchaser irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Agent amounts an amount equal to the amounts payable by it in respect aggregate of all its Corresponding Principal Obligations as they may exist to the Facility Lenders from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of such Principal Obligations (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is obligations and liabilities which are the result thereof, hereinafter to be referred to as a being its “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of the The parties to this Agreement hereby acknowledges that: acknowledge and agree that (i) each the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Purchaser constitutes undertakings, obligations and liabilities of the Purchaser to the Collateral Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation principal obligations which the Purchaser has to which it corresponds; the Facility Lenders, and (ii) each that the Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from by the applicable Credit PartyPurchaser; provided that the total amount which may become due under the Parallel Debt of the Purchaser under this Section 9.14 shall not in any way limit, affect or exceed the total amount which may become due under all the Principal Obligations of the Purchaser to the Facility Lenders. (c) To The total amount due by the Purchaser as the Parallel Debt under this Section 9.14 shall be decreased to the extent that the Collateral Agent Purchaser shall have irrevocably receives paid any amounts to the Facility Lenders or any of them to reduce the Purchaser’s outstanding Principal Obligations or the Facility Lenders otherwise receive any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsPrincipal Obligations. (d) Upon irrevocable receipt by To the extent that the Purchaser shall have paid any amounts to the Agent in respect of the Parallel Debt or the Agent shall have otherwise received monies in payment of such Parallel Debt, the total amount due in respect of the Principal Obligations shall be decreased in a Lender like amount. (e) For the purpose of this Section 9.14, the Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amount on a distribution by the Collateral Agent under Section 12.21(c) Facility Lender and its claims in respect of a payment Parallel Debt shall not be held on trust. (f) For the avoidance of doubt, a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by will become due and payable at the same amounttime the Principal Obligations become due and payable.

Parallel Debt. (a) In respect of ensuring Subject to any limitations expressly set out in this Agreement, the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Company hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Interim Finance Parties, sums equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of each amount payable by the Company to each of the relevant Corresponding Obligation and will become due and payable other Interim Finance Parties under each of the Interim Documents as and when that amount falls due for payment under the Corresponding Obligation to which it corresponds becomes due and payablerelevant Interim Document. (b) Each The Interim Security Agent shall hold the claims against the Company under the parallel debt structure in this Clause 15.7 in accordance with this Clause 15 (Security). The Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 15.7 among the Interim Finance Parties in accordance with the provisions of this Agreement. (c) The Interim Security Agent shall have its own independent right to demand payment of the parties to amounts payable by the Company under this Agreement hereby acknowledges Clause 15.7, provided that: : (i) each Parallel Debt constitutes the amounts for which the Company is liable under its parallel debt: (A) shall be decreased to the extent that its corresponding debt towards an undertakingInterim Finance Party has been irrevocably paid (or, obligation and liability in the case of guarantee obligations, discharged); or (B) shall be increased to the extent that the corresponding debt towards an Interim Finance Party has been increased; (ii) the corresponding debt of the applicable Credit Party Company shall be decreased to the Collateral extent that its parallel debt has been irrevocably paid (or, in the case of guarantee obligations, discharged); and (iii) the parallel debt of the Company shall not exceed its corresponding debt towards the Interim Finance Parties. (d) Any amount due and payable by the Company to the Interim Security Agent which is under this Clause 15.7 shall be decreased to the extent that the other Interim Finance Parties have received payment of the corresponding amount under the other provisions of the Interim Documents and any amount due and payable by the Company to the other Interim Finance Parties under those provisions shall be decreased to the extent that the Interim Security Agent has received payment of the corresponding amount under this Clause 15.7. The rights of the Interim Finance Parties (other than the Interim Security Agent) to receive payment of amounts payable by the Company under the Interim Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Interim Security Agent to receive payment of such Parallel Debt from the applicable Credit Partyunder this Clause 15.7. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of any Security Document right of pledge governed by the law of The NetherlandsNetherlands law, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts payable aggregate amount due by it in respect of its the Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each The payment undertaking of a Credit each Loan Party to the Collateral Agent under this Section 12.21(a8.02 (a) is hereinafter to be referred to as a its “Parallel Debt.”. Each (b) The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the Corresponding Obligation to which it corresponds becomes Obligations become due and payable.. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 NCC with respect to the Parallel Debt without any notice being required, (bc) Each of the parties to this Agreement Party hereto hereby acknowledges that: : (i) each the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it correspondsObligations; and and (ii) each the Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such the Parallel Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the applicable Credit Partyamount which may become payable by a Loan Party as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (cd) To The Collateral Agent, not only in its own name and on behalf of itself but also as agent on behalf of each Secured Party, hereby confirms and accepts that to the extent the Collateral Agent irrevocably receives any amount in payment of a the Parallel Debt of a Credit PartyDebt, the Collateral Agent shall distribute such that amount among the Lenders Collateral Agent and the Agents who Secured Parties that are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms relevant provision of this Agreementthe Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any amount in payment of the Parallel Debt (a “Received Amount”), the Corresponding Obligations towards the Collateral Agent and the Secured Parties shall be reduced, if necessary pro rata in respect of Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if such amount the Deductible Amount were received by the Collateral Agent in and the Secured Parties as a payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable Obligations on the date of receipt by a Lender of any amount on a distribution by the Collateral Agent under of the Received Amount. (e) For the purpose of this Section 12.21(c8.02, other than the second sentence of paragraph (d) in respect of a payment on a Parallel Debtthis Section 8.02, the Corresponding Obligation Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the total amount payable by any Loan Party to which the Parallel Debt corresponds shall be reduced by Collateral Agent, the same amountAdministrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (excluding any obligation under this Section 8.02).

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Collateral Documents governed by the laws of (or to the extent affecting assets situated in) the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as agent for the Secured Parties, notwithstanding any contrary provision in this Agreement or any other Loan Document: (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Loan Party to a Secured Party under or in connection with the amounts payable Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements as and when the same fall due for payment under or in connection with the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, for the avoidance of doubt, any change or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation or other modification of any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement in each case whether or not anticipated as of the date of this Agreement); (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement or as a result of invalidity, illegality, or unenforceability of a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement; and (iii) the Obligations owing by it such Loan Party to a Secured Party, in each case without duplication and excluding the Parallel Obligations (collectively, the “Original Obligations”); (b) the Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the Collateral Agent hereby accepts. Each and any Secured Party as joint creditors; (c) the Parallel Obligations shall 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 paragraphs (b) and (c) above: (1) a Loan Party’s Parallel Obligation is due and payable at the same time as, for the same amount of and in the same currency as its Original Obligation; (2) the Parallel Obligations shall be decreased to the extent the Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations and the Original Obligations shall be decreased to the same extent; (3) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and (4) if any Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) 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 trustee and all property subject to a Lien on Collateral shall secure the Parallel Obligations so owing to the Collateral Agent in its capacity of creditor of the Parallel Obligations; (f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join any proceedings as co-claimant with the Collateral Agent in respect of any claim by the Collateral Agent against a Loan Party under this Section 9.16; (g) each Loan Party agrees that: (i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.16 will not affect any claim of a Credit Secured Party to against such Loan Party under or in connection with the Loan Documents; and (ii) any defect affecting a claim of a Secured Party against any Loan Party under or in connection with the Loan Documents will not affect any claim of the Collateral Agent under this Section 12.21(a9.16; and (h) is hereinafter if the Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable any Loan Party, whether in the currency any kind of insolvency proceedings or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties has made a payment to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes a Secured Party, that Secured Party must repay an undertaking, obligation and liability of the applicable Credit Party amount equal to that recovery to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Each Secured Party appoints the Collateral Agent to act as its agent under and in connection with this Agreement and the other LoanFinance Documents. (b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement and the other LoanFinance Documents, together with any other incidental rights, powers, authorities and discretions. (c) Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under each of the Loan Documentspursuant to the Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when that amount falls due for payment under the relevant LoanFinance Document. (d) The Collateral Agent shall have its own independent right to demand payment of the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of each Loan Party under this Section 10.12. (e) Any amount due and payable by a Credit Loan Party to the Collateral Agent under this Section 12.21(a10.12 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable payment in the currency or currencies full of the relevant Corresponding Obligation corresponding amount under the other provisions of the LoanFinance Documents and will become any amount due and payable as by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and when is able to retain) payment in full of the Corresponding Obligation to which it corresponds becomes due and payablecorresponding amount under this Section 10.12. (bf) Each The rights of the parties to this Agreement hereby acknowledges that: Secured Parties (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to other than the Collateral Agent which is to receive payment of amounts payable by each Loan Party under the Loan Documentspursuant to the Obligations) are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Agent to receive payment of such Parallel Debt from the applicable Credit Partyunder this Section 10.12. (cg) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms For purposes of this AgreementSection 10.12, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds“Finance Document” means any Loan Document and any other agreement governing an Obligation. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Party of the Company and each Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the Collateral Administrative Agent amounts (in its personal capacity and not in its capacity as agent) an amount equal to the amounts aggregate amount payable by it such Principal Party in respect of its Corresponding Obligations as they may exist from time each and every payment obligation owed to timeeach and every Secured Party under the Loan Documents and, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent extent included in the Obligations, under this Section 12.21(aany Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (collectively, the “Principal Obligations”) is hereinafter to be referred to as a “Parallel Debt”in accordance with the terms and conditions of such Principal Obligations. Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will any Principal Party shall become due and payable as and when the Corresponding any Principal Obligation to which it corresponds of such Principal Party becomes due and payable. (b) Each of The Administrative Agent and each Principal Party agree and acknowledge that: (a) the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt of each Principal Party constitutes an undertaking, obligation and liability of the applicable Credit such Principal Party to the Collateral Administrative Agent which (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, the Corresponding any Principal Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim as a creditor in its own right to receive payment of such Parallel Debt from such Principal Party (and for the applicable Credit avoidance of doubt, for purposes of Netherlands law, the Parallel Debt of each Principal Party constitutes independent claims (zelfstandige vorderingen) of the Administrative Agent vis-à-vis each Principal Party); and (b) the security interest created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them. (c) To The Administrative Agent and each Principal Party agree and acknowledge that: (i) the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, each Principal Party shall be decreased if and to the Collateral Agent shall distribute such amount among extent that the Lenders and the Agents who are creditors of the Corresponding Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that Credit the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and (iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party. (d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement, as if such amount were received by Agreement and the Collateral Agent in payment of the Corresponding Obligation to which it correspondsother Security Documents. (de) Upon irrevocable receipt by a Lender The Administrative Agent accepts the provisions of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a this clause 8.16 (Parallel Debt) on behalf of the Secured Parties. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Principal Party under the Principal Obligations are several and are separate and independent from, and without prejudice to, the Corresponding Obligation rights of the Administrative Agent to which receive payment under this Section 8.16 and each Principal Party’s obligations under this Section 8.16 toward the Parallel Debt corresponds shall be reduced by Administrative Agent constitutes a single and separate obligation from any other debt or obligation of each Principal Party under the same amountPrincipal Obligations.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay Issuer to the Collateral Agent amounts Security Agent, an amount equal to and in the amounts payable by it in respect same currency of its Corresponding Obligations as they may exist the obligations under the Notes from time to timetime due by the Issuer in accordance with the terms and conditions of the Notes, which undertaking shall be owing as a separate and independent obligation of the Collateral Issuer to the Security Agent hereby accepts. Each (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of The Issuer and the parties to this Agreement hereby acknowledges that: Security Agent acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Issuer to the Collateral Security Agent under this Indenture and the Security Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding obligations under the Notes which the Issuer has to which it corresponds; the Holders and (ii) each that the Parallel Debt represents the Collateral Security Agent’s own separate and independent claim claims to receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Notes; provided, further, that the Security Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents. (c) To Every payment of monies made by the Issuer to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer contained in Section 11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Security Agent shall be entitled to receive the amount of such payment from the Issuer and the Issuer shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 11.05, but notwithstanding any of the other provisions of this paragraph (d): (i) the total amount due and payable as Parallel Debt under this Section 11.05 shall be decreased to the extent that the Collateral Issuer shall have paid any amounts to the Security Agent irrevocably or to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Security Agent or the Trustee on behalf of the Holders otherwise receives any amount in payment of a the Notes; and (ii) to the extent that the Issuer shall have paid any amounts to the Trustee or to the Security Agent under the Parallel Debt of a Credit Party, or the Collateral Trustee or the Security Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which total amount due and payable under the Parallel Debt corresponds Notes shall be reduced by decreased as if said amounts were received directly in payment of the same amountNotes.

Parallel Debt. (a) In respect For the purpose of taking and ensuring the continuing validity and enforceability of any Transaction Security Document governed by the law laws of The Netherlands(or to the extent affecting assets situated in) the Slovak Republic, or any other jurisdiction in which effective Security cannot be granted in favour of the Security Agent as trustee for the Secured Parties, notwithstanding any contrary provision in any Finance Document: (i) each Credit Party of the Debtors hereby separately and independently of any other agreement on its part referred to or contained in this Agreement or any other Debt Documents irrevocably and unconditionally agrees and undertakes with the Security Agent (by way of an abstract acknowledgement of debt) to pay to the Collateral Security Agent, and each Secured Party (other than the Security Agent amounts equal solely by operation of this provision) acknowledges that each of the Debtors shall pay to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to timeSecurity Agent sums equal to, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of of, any sums owing by it to a Secured Party (other than the relevant Corresponding Obligation and will become due and payable Security Agent) under any Debt Documents (the “Principal Obligations”) as and when the Corresponding Obligation to which it corresponds becomes same fall due and payable. for payment under the relevant secured Debt Document (b) Each of the parties to this Agreement hereby acknowledges that: (i) each “Parallel Debt constitutes an undertakingObligations”), obligation and liability of which payment undertakings the applicable Credit Party to the Collateral Security Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and hereby accepts; (ii) each of the Debtors and each Secured Party (other than the Security Agent) acknowledges that the right of the Security Agent to demand payment of the Parallel Debt represents Obligations shall be independent and several from the Collateral Agent’s own separate and independent claim rights of the other Secured Parties to receive demand payment of such the Principal Obligations, and shall not in any way limit or affect (unless otherwise provided in this Clause 17.2) the Principal Obligations of any Debtor and/or a Secured Party, provided that the payment by a Debtor of all or part of its Parallel Debt from Obligations to the applicable Credit Party. Security Agent in accordance with this Clause 17.2 shall also discharge (cin the amount of the relevant payment) To the extent corresponding Principal Obligations (or part thereof) and the Collateral Agent irrevocably receives any payment by a Debtor of all or part of its Principal Obligations in accordance with the provisions of the Debt Documents shall also discharge (in the amount in payment of a the relevant payment) the corresponding Parallel Debt of Obligations (or part thereof) but further provided that no Principal Obligation shall be discharged by a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors discharge of the Corresponding Parallel Debt Obligations if such discharge of that Credit Party the Parallel Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent other than in accordance with the terms of the Debt Documents. For the avoidance of any doubt, save as provided in this paragraph (b), the Parallel Debt Obligations of any Debtor shall at all times be equal to the amount of its respective Principal Obligations; (iii) despite the foregoing, any payment under the Debt Documents shall be made to the Security Agent unless expressly stated otherwise in any Debt Document or unless the Security Agent directs such payment to be made to a person other than the Security Agent; (iv) without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 17.2 or under any other provision of the Debt Documents), the Security Agent agrees with each other Secured Party (on a several and divided basis) that it will not exercise its rights under the Parallel Debt Obligations in respect of the Principal Obligations owing to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by this Agreement, as if such amount were received by the Collateral Agent relevant Transaction Security Document or any other Debt Document (or to do any act reasonably incidental to the foregoing); (v) in payment the event of a resignation of the Corresponding Obligation Security Agent or the appointment of a new Security Agent, the retiring Security Agent shall assign the Parallel Debt Obligations owed to which it correspondsto the successor Security Agent. Each Debtor hereby expressly gives its prior consent to any such assignment and the Parties agree that the Security created under the Transaction Security Documents securing the Parallel Debt Obligations shall be preserved and remain in full force and effect following any such assignment; (vi) each Debtor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)) to preserve, protect and maintain the Parallel Debt Obligations provided for in this Clause 17.2. (db) Upon irrevocable receipt by For the purposes of this Clause 17.2 (but without prejudice to Clause 15 (Application of Proceeds)), the Security Agent acts in its own name and not as a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) trustee, and claims in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds Obligations shall be reduced owed to it as an individual creditor. The Security granted under the Debt Documents to the Security Agent to secure the Parallel Debt Obligations is granted to the Security Agent in its capacity as creditor of the Parallel Debt Obligations and not as trustee. All moneys received or recovered by the same amountSecurity Agent under this Clause 17.2 or on the enforcement of any Transaction Security shall be applied in accordance with Clause 15.1 (Order of application).

Parallel Debt. ‌ (a) In respect Notwithstanding any other provision of ensuring this Agreement, the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Company irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Common Security Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of each amount payable by the Company to each of the relevant Corresponding Obligation Secured Creditors (whether present or future and will become due and payable whether actual or contingent) under the other provisions of the Secured Documents as and when the Corresponding Obligation amount falls due for payment under those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to which it corresponds becomes due take appropriate steps, in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. For the avoidance of doubt, interest, fees and payableany other charges accruing on the Secured Obligations shall be included in the Parallel Debt (without double-counting). (b) Each of the parties The obligation to this Agreement hereby acknowledges that: (i) each pay Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Company to the Collateral Common Security Agent which is separate and independent from, from the obligations (whether present or future and without prejudice to, whether actual or contingent) of the Corresponding Obligation Company to which it corresponds; and (ii) each the Secured Creditors or any of them. The Parallel Debt represents the Collateral Common Security Agent’s own separate and independent claim to receive payment of such the Parallel Debt from the applicable Credit PartyCompany. (c) For the avoidance of doubt, the aggregate amount due by the Company under the Parallel Debt will be immediately and automatically decreased to the extent the Company has paid any amounts to the Secured Creditors under the other provisions of the Secured Documents, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (d) For the avoidance of doubt, to the extent the Company has paid any amounts to the Common Security Agent under the Parallel Debt the aggregate amount due by the Company to the Secured Creditors under the other provisions of the Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (e) To the extent the Collateral Common Security Agent irrevocably receives any amount in payment of a the Parallel Debt of a Credit PartyDebt, the Collateral Common Security Agent shall distribute make such amount available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party Secured Creditors in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSecured Documents. (df) Upon irrevocable receipt The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a Lender constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus). (g) Without limiting and in addition to the above, the Common Security Agent shall have the rights of the joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by the Company to each of the Secured Creditors under the Secured Documents. (h) Each Secured Creditor must, at the request of the Common Security Agent, perform any act required in connection with the enforcement of any amount on a distribution by claim under the Collateral Agent under Section 12.21(c) in respect of a payment on a obligation to pay Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the amounts currency of each amount payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit such Loan Party to the Collateral Agent Secured Parties under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies each of the relevant Corresponding Obligation Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements and will become due and payable the Secured Hedge Agreements as and when that amount falls due for payment under the Corresponding Obligation Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, or would have fallen due but for (i) any discharge resulting from failure of another Secured Party to which it corresponds becomes due take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve its entitlement to be paid that amount, or (ii) any modification of obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements and payablethe Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries). (b) Each The Administrative Agent shall have its own independent right to demand payment of the parties to amounts payable by the Loan Parties under this Agreement hereby acknowledges that: Section 10.24, irrespective of (i) each Parallel Debt constitutes an undertaking, obligation and liability any discharge of the applicable Credit Party Loan Parties’ (or, if applicable, other Restricted Subsidiaries’) obligation to pay those amounts to the Collateral Agent which is separate and independent fromother Secured Parties resulting from failure by them to take appropriate steps, and without prejudice toin insolvency proceedings affecting the Loan Parties (or, the Corresponding Obligation if applicable, other Restricted Subsidiaries), to which it corresponds; and preserve their entitlement to be paid those amounts, or (ii) each Parallel Debt represents any modification affecting the Collateral Agent’s own separate and independent claim obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to receive payment the Secured Parties under the Loan Documents, the Existing Bilateral Letters of such Parallel Debt Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the applicable Credit PartyLoan Parties (or, if applicable, other Restricted Subsidiaries). (c) To Any amount due and payable by the Loan Parties to the Administrative Agent under this Section 10.24 shall be decreased to the extent that the Collateral Agent irrevocably receives other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents, the Existing Bilateral Letters of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, and any amount due and payable by the Loan Parties to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors full of the Corresponding Obligations of that Credit Party in accordance with the terms of corresponding amount under this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSection 10.24. (d) Upon irrevocable receipt by a Lender of any Any amount on a distribution received by the Collateral Agent under Administrative Agent, as creditor, pursuant to this Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds 10.24 shall be reduced by the same amountapplied as set forth in Section 8.03.

Parallel Debt. (a) In respect Each of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Debtors hereby irrevocably and unconditionally agrees and undertakes to with the Security Agent and each Secured Party acknowledges that each of the Debtors shall pay to the Collateral Security Agent amounts as creditor in its own right and not as a representative of any other Secured Party sums equal to, and in the currency of, any sums owing from time to time by it to any Secured Party (other than to the amounts payable Security Agent solely by operation of this provision) under any Primary Finance Documents (the “Principal Obligations”) as and when the same fall due for payment under the relevant Primary Finance Document (together with the obligations described in paragraph (f) below, the “Parallel Debt Obligations”). (b) Each of the Debtors and each Secured Party (other than the Security Agent) acknowledges that the right of the Security Agent to demand payment of the Parallel Debt Obligations shall be independent, separate and several from, and shall not in any way limit or affect, the rights of the other Secured Parties to demand payment of the Principal Obligations nor shall the Parallel Debt Obligations be limited or affected in any way by the corresponding Principal Obligations provided that (i) the payment by a Debtor of its Parallel Debt Obligations to the Security Agent in accordance with this Clause 18.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and (ii) the payment by a Debtor of its Principal Obligations in accordance with the provisions of the Primary Finance Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations provided further that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent other than in accordance with the terms of the Primary Finance Documents. (c) Despite the foregoing, any payment under the Primary Finance Documents shall be made to the relevant Creditor Representative unless expressly stated otherwise in any Primary Finance Document or unless the relevant Creditor Representative directs such payment to be made to the Security Agent. (d) Without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 18.2 or under any provision of the Primary Finance Documents): (i) the Security Agent agrees with each other Secured Party (on a several and divided basis) that it will not exercise its rights under the Parallel Debt Obligations in respect of its Corresponding the Principal Obligations owing to a Secured Party except with the consent of the Instructing Group. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as they may exist from time contemplated by this Agreement, the relevant Transaction Security Document or any other Primary Finance Document (or to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party do any act reasonably incidental to the Collateral foregoing); (ii) each Debtor acknowledges that (x) nothing in this Clause 18 shall impose any obligation on the Security Agent to advance any sum to any Debtor or otherwise under this Section 12.21(a) is hereinafter to be referred to any Primary Finance Document, except in its capacity as a “Parallel Debt”. Each Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the terms thereof, and (y) for the purpose of any vote taken under any Primary Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the terms thereof. (e) The Security Agent acts in its own name (in its capacity as Security Agent hereunder) and not as a trustee, and its claims in respect of the Parallel Debt Obligations shall not be held on trust. The Transaction Security granted under the Primary Finance Documents to the Security Agent to secure the Parallel Debt Obligations is granted to the Security Agent in its capacity as creditor of the Parallel Debt Obligations and shall not be held on trust. (f) An amount payable in respect of the Parallel Debt Obligations will be payable in the currency or currencies of the relevant Corresponding Obligation Principal Obligations and will become due and payable as and when the Corresponding Obligation Principal Obligations to which it corresponds becomes due and payable. A default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to Principal Obligations shall also constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the relevant Parallel Debt Obligations without any notice being required. (bg) Each of the parties The Security Agent undertakes to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party pay to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party Secured Parties in accordance with the terms of this Agreement, Agreement any amount collected or received by it in payment or partial payment of the Parallel Debt Obligations as if such amount were amounts had been received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountPrincipal Obligations.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of establishing a valid Lien pursuant to any Security Document governed by the law of The Netherlands, Dutch or German law: (i) each Credit Foreign Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Foreign Loan Party to any Foreign Obligations Secured Party under the amounts payable by it in respect of its Corresponding Obligations Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as they each may exist be amended, varied, supplemented or extended from time to time) whether for principal, which undertaking interest, (including interest which, but for the Collateral Agent hereby accepts. Each payment undertaking filing of a Credit petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under this Section 12.21(athe Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable allowed against such Loan Party for such interest in the currency related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or currencies of the relevant Corresponding Obligation and will become due and payable otherwise, as and when those amounts are due (its “U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the Corresponding Obligation undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to which it corresponds becomes due and payablethis paragraph (ii). (b) Each of the parties party to this Agreement hereby acknowledges that the obligations of each Loan Party under a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Loan Party is liable under a Parallel Debt be limited or affected in any way by its relevant Corresponding Debt provided that: 195 (i) each a Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit a Loan Party shall be decreased to the Collateral Agent which is separate and independent from, and without prejudice to, extent that its relevant Corresponding Debt has been irrevocably paid or (in the Corresponding Obligation to which it corresponds; and case of guarantee obligations) discharged; (ii) each a Corresponding Debt of a Loan Party shall be decreased to the extent its relevant Parallel Debt represents has been irrevocably paid or (in the Collateral Agent’s own separate and independent claim to receive payment case of such Parallel Debt from the applicable Credit Party.guarantee obligations) discharged; and (ciii) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit PartyLoan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall distribute such amount among not be held on trust. Any Lien granted to the Lenders Collateral Agent to secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Agents who are creditors Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of the Corresponding Obligations of that Credit Party any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), as if such amount were received by the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in payment the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the Corresponding Obligation relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to which it correspondsact in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any act reasonably incidental to the foregoing). (df) Upon irrevocable receipt by Without limiting or affecting the Collateral Agent’s rights against a Lender Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.14 shall impose any amount obligation on a distribution by the Collateral Agent to advance any sum to a Loan Party or otherwise under a Loan Document, except in its capacity as Lender; and (ii) for the purpose of any vote taken under a Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 12.21(c) 9.14 a claim of the Collateral Agent against a Loan Party in respect of a payment on a Parallel DebtDebt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent does constitute such common property and such provisions do apply, the Corresponding Obligation parties to which this Agreement agree that this Agreement shall constitute the Parallel Debt corresponds administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) For the purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be reduced the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to demand performance by the same amountLoan Parties of those obligations (Gesamtgläubigerschaft) in full.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Collateral Documents governed by the laws of (or to the extent affecting assets situated in) the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as agent for the Secured Parties, notwithstanding any contrary provision in this Agreement or any other Loan Document: (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Loan Party to a Secured Party under or in connection with the amounts payable Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements as and when the same fall due for payment under or in connection with the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, for the avoidance of doubt, any change or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation or other modification of any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement in each case whether or not anticipated as of the date of this Agreement); (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement or as a result of invalidity, illegality, or unenforceability of a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement; and (iii) the Obligations owing by it such Loan Party to a Secured Party, in each case without duplication and excluding the Parallel Obligations (collectively, the “Original Obligations”); (b) the Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of 214 insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the Collateral Agent hereby accepts. Each and any Secured Party as joint creditors; (c) the Parallel Obligations shall 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 paragraphs (b) and (c) above: (1) a Loan Party’s Parallel Obligation is due and payable at the same time as, for the same amount of and in the same currency as its Original Obligation; (2) the Parallel Obligations shall be decreased to the extent the Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations and the Original Obligations shall be decreased to the same extent; (3) payment by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and (4) if any Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) 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 trustee and all property subject to a Lien on Collateral shall secure the Parallel Obligations so owing to the Collateral Agent in its capacity of creditor of the Parallel Obligations; (f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join any proceedings as co-claimant with the Collateral Agent in respect of any claim by the Collateral Agent against a Loan Party under this Section 9.16; (g) each Loan Party agrees that: (i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.16 will not affect any claim of a Credit Secured Party to against such Loan Party under or in connection with the Loan Documents; and (ii) any defect affecting a claim of a Secured Party against any Loan Party under or in connection with the Loan Documents will not affect any claim of the Collateral Agent under this Section 12.21(a9.16; and (h) is hereinafter if the Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable any Loan Party, whether in the currency any kind of insolvency proceedings or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties has made a payment to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes a Secured Party, that Secured Party must repay an undertaking, obligation and liability of the applicable Credit Party amount equal to that recovery to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.. 215

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the Liens granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, Issuer and each Credit Party hereby irrevocably and unconditionally undertakes to pay Guarantor to the Collateral Agent amounts Security Agent, an amount equal to and in the amounts payable by it in respect same currency of its Corresponding Obligations as they may exist the obligations under the Notes and the Note Guarantees from time to timetime due by the Issuer or such Guarantor in accordance with the terms and conditions of the Note and Note Guarantees, which undertaking including for the Collateral avoidance of doubt, the limitations set out under Section 11.02, shall be owing as a separate and independent obligation of the Issuer and each Guarantor to the Security Agent hereby accepts. Each (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”). Each Parallel Debt will be payable in The Issuer, each Guarantor and the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: Security Agent acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Issuer and each Guarantor to the Collateral Security Agent under this Indenture and the Security Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding obligations under the Notes and Note Guarantees which the Issuer or such Guarantor has to which it corresponds; the Holders and (ii) each that the Parallel Debt represents the Collateral Security Agent’s own separate and independent claim claims to receive payment of such the Parallel Debt and for the purposes of this Section 10.07, the Security Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Notes and Note Guarantees; provided, further, that the Security Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture, the Security Documents and the Intercreditor Agreement. (b) Every payment of monies made by the Issuer or a Guarantor to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer or such Guarantor contained in clause (a) of this Section 10.07; provided that if any such payment mentioned in clause (a) above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Security Agent shall be entitled to receive the amount of such payment from the applicable Credit PartyIssuer or such Guarantor and the Issuer or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (c) To Subject to the provisions in clause (b) of this Section 10.07, but notwithstanding any of the other provisions of this clause (c): (1) the total amount due and payable as Parallel Debt under this Section 10.07 shall be decreased to the extent that the Collateral Issuer or a Guarantor shall have paid any amounts to the Security Agent irrevocably or to the Trustee or to the Agents on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Security Agent or the Trustee on behalf of the Holders otherwise receives any amount in payment of the Notes and the Note Guarantees; and (2) to the extent that the Issuer or a Guarantor shall have paid any amounts to the Trustee or to the Security Agent or to the Agents under the Parallel Debt of a Credit Party, or the Collateral Trustee or the Security Agent shall distribute such amount among the Lenders and or to the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were shall have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it correspondsParallel Debt, the total amount due and payable under the Notes and the Note Guarantees shall be decreased as if said amounts were received directly in payment of the Notes and Note Guarantees. (d) Upon irrevocable receipt by a Lender In the event of any amount on a distribution by inconsistency between the Collateral Agent under terms of this Section 12.21(c) in respect 10.07 and the terms of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.clause 16.3 (

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of any Security Document right of pledge governed by the law of The NetherlandsNetherlands law, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts payable aggregate amount due by it in respect of its the Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each The payment undertaking of a Credit each Loan Party to the Collateral Agent under this Section 12.21(a8.02 (a) is hereinafter to be referred to as a its “Parallel Debt.”. Each (b) The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the Corresponding Obligation to which it corresponds becomes Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 NCC with respect to the Parallel Debt without any notice being required. (bc) Each of the parties to this Agreement Party hereto hereby acknowledges that: : (i) each the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it correspondsObligations; and and (ii) each the Parallel Debt represents the Collateral Agent’s 's own separate and independent claim to receive payment of such the Parallel Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the applicable Credit Partyamount which may become payable by a Loan Party as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (cd) To The Collateral Agent, not only in its own name and on behalf of itself but also as agent on behalf of each Secured Party, hereby confirms and accepts that to the extent the Collateral Agent irrevocably receives any amount in payment of a the Parallel Debt of a Credit PartyDebt, the Collateral Agent shall distribute such that amount among the Lenders Collateral Agent and the Agents who Secured Parties that are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms relevant provision of this Agreementthe Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any amount in payment of the Parallel Debt (a “Received Amount”), the Corresponding Obligations towards the Collateral Agent and the Secured Parties shall be reduced, if necessary pro rata in respect of Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if such amount the Deductible Amount were received by the Collateral Agent in and the Secured Parties as a payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable Obligations on the date of receipt by a Lender of any amount on a distribution by the Collateral Agent under of the Received Amount. (e) For the purpose of this Section 12.21(c8.02, other than the second sentence of paragraph (d) in respect of a payment on a Parallel Debtthis Section 8.02, the Corresponding Obligation Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the total amount payable by any Loan Party to which the Parallel Debt corresponds shall be reduced by Collateral Agent, the same amountAdministrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (excluding any obligation under this Section 8.02).

Parallel Debt. (a) In respect Subject to the limitations set forth in Section 2.07 of ensuring the validity and enforceability of any Security Document governed by the law of The NetherlandsGuarantee Agreement, each Credit Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Agent amounts equal to the any amounts payable by it in respect of its Corresponding Obligations as they may exist owing from time to time, which undertaking time by such Loan Party (taking into account the limitations set forth in Section 2.07 of the Guarantee Agreement) to any Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document. (b) The Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Agent hereby accepts. Each payment undertaking acknowledge that the obligations of a Credit each Loan Party to the Collateral Agent under this Section 12.21(a8.16 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Loan Party under this Agreement or any other Loan Document (“Corresponding Debt”) nor shall the amounts for which each Loan Party is hereinafter to be referred to as a liable under paragraph (a) above (its “Parallel Debt”. Each ) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt will of each Loan Party shall be payable decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the currency Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or currencies discharged; (iii) the amount of the relevant Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Obligation and Debt; and (iv) for the avoidance of doubt, the Parallel Debt of a Loan Party will become due and payable as and at the same time when the its Corresponding Obligation to which it corresponds Debt becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Loan Party hereby irrevocably and unconditionally undertakes covenants in favor of the Collateral Agent to pay to the Collateral Agent amounts equal to (the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in ) equal to any amounts owing from time to time by that Loan Party to any Secured Party under any Loan Document (the currency or currencies of the relevant Corresponding Obligation and will become due and payable “Original Debt”) as and when the Corresponding Obligation Original Debt falls due for payment. (a) Each Loan Party and the Collateral Agent acknowledge that: (i) the Parallel Debt of the Loan Parties shall be decreased to which it corresponds becomes due and payablethe extent that the Original Debt of the Loan Parties has been irrevocably paid or discharged; (ii) the Original Debt of the Loan Parties shall be decreased to the extent that the Parallel Debt of the Loan Parties has been irrevocably paid or discharged; and (iii) the amount of the Parallel Debt of each Loan Party shall at all times be equal to the amount of its Original Debt. (b) Each The obligations of the parties to this Agreement hereby acknowledges that: each Loan Party under paragraph (ia) each Parallel Debt constitutes an undertakingabove are several, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice toshall not in any way affect, its Original Debt, nor shall the Corresponding Obligation to amounts for which it corresponds; and (ii) each relevant Loan Party is liable under its Parallel Debt represents be limited or affected by its Original Debt, and the Collateral Agent’s own separate and independent claim to receive Agent may enforce any payment of such obligation under the Parallel Debt from in its own name as an independent and separate right (and its claims in respect of the applicable Credit PartyParallel Debt shall not be held on trust). (c) To the extent No (contractual or legal) set-off shall be permitted between any liabilities owed by the Collateral Agent irrevocably receives any amount in payment of a to the Loan Parties and the Parallel Debt owed by the relevant Loan Parties to the Collateral Agent. (d) Without limiting or affecting the Collateral Agent’s rights against the Loan Parties (whether under this Section 10.24 or under any other provision of a Credit Partythe Loan Documents), each Loan Party acknowledges that: (i) nothing in this Section 10.24 shall impose any obligation on the Collateral Agent to advance any sum to the Loan Parties or otherwise under any Loan Document, except in its capacity as Lender (if applicable); and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender (if applicable). (iii) Notwithstanding any of the Corresponding Obligations foregoing, any and all payments made by the Loan Parties under any of that Credit Party in accordance with the terms of this AgreementLoan Documents shall be deemed to be made for, as if such amount were received and be accounted against, the Original Debt, unless otherwise notified by the Administrative Agent, and the Collateral Agent in payment of shall have no right to claim payments under the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by Parallel Debt unless the Administrative Agent has instructed the Collateral Agent under Section 12.21(c) in respect to do so following an Event of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountDefault.

Parallel Debt. (a) In respect 21.12.1 Notwithstanding any other provision of ensuring this Agreement the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Borrower irrevocably and unconditionally undertakes undertake to pay to the Collateral Agent amounts Security Trustee, as creditor in its own right and not as representative of the Banks, sums equal to and in the currency of each amount payable by the Borrower to each of the Banks under or by virtue of this Agreement and the other Finance Documents as and when that amount falls due for payment thereunder or would have fallen due but for any suspension of payment, moratorium, discharge by operation of law or analogous event. 21.12.2 The Security Trustee shall have its own independent right to demand payment of the amounts payable by it in respect the Borrower under this Clause 21.12, irrespective of its Corresponding Obligations as they may exist from time any suspension, extinction or any other discharge for any reason whatsoever (otherwise than by payment) of the Borrower’s obligation to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party pay those amounts to the Collateral Agent under this Section 12.21(a) is hereinafter Banks other than a discharge by virtue of payment which those Banks are entitled to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become retain. 21.12.3 Any amount due and payable as by the Borrower to the Security Trustee under this Clause 21.12 shall be decreased to the extent that the Banks have received (and when are able to retain) payment in full of the Corresponding Obligation to which it corresponds becomes corresponding amount under the other provisions of this Agreement and the other Finance Documents and any amount due and payablepayable by the Borrower to the Banks under those provisions shall be decreased to the extent that the Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Clause 21.12. (b) Each 21.12.4 The rights of the parties Banks (other than the Security Trustee) to receive payment of amounts payable by the Borrower under this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is other Finance Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Security Trustee to receive payment under this Clause 21.12. 21.12.5 Any amounts received by the Security Trustee shall, to the extent permitted by the mandatory provisions of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Partylaw, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party be applied in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsClause 9.2. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the amounts currency of each amount payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit such Loan Party to the Collateral Agent Secured Parties under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies each of the relevant Corresponding Obligation Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements and will become due and payable the Secured Hedge Agreements as and when that amount falls due for payment under the Corresponding Obligation Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, or would have fallen due but for (i) any discharge resulting from failure of another Secured Party to which it corresponds becomes due take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve its entitlement to be paid that amount, or (ii) any modification of obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements and payablethe Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries). (b) Each The Administrative Agent shall have its own independent right to demand payment of the parties to amounts payable by the Loan Parties under this Agreement hereby acknowledges that: Section 10.24, irrespective of (i) each Parallel Debt constitutes an undertaking, obligation and liability any discharge of the applicable Credit Party Loan Parties’ (or, if applicable, other Restricted Subsidiaries’) obligation to pay those amounts to the Collateral Agent which is separate and independent fromother Secured Parties resulting from failure by them to take appropriate steps, and without prejudice toin insolvency proceedings affecting the Loan Parties (or, the Corresponding Obligation if applicable, other Restricted Subsidiaries), to which it corresponds; and preserve their entitlement to be paid those amounts, or (ii) each Parallel Debt represents any modification affecting the Collateral Agent’s own separate and independent claim obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to receive payment the Secured Parties under the Loan Documents, the Existing Bilateral Letter of such Parallel Debt Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the applicable Credit PartyLoan Parties (or, if applicable, other Restricted Subsidiaries). (c) To Any amount due and payable by the Loan Parties to the Administrative Agent under this Section 10.24 shall be decreased to the extent that the Collateral Agent irrevocably receives other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents, the Existing Bilateral Letter of Credit, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, and any amount due and payable by the Loan Parties to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors full of the Corresponding Obligations of that Credit Party in accordance with the terms of corresponding amount under this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSection 10.24. (d) Upon irrevocable receipt by a Lender of any Any amount on a distribution received by the Collateral Agent under Administrative Agent, as creditor, pursuant to this Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds 10.24 shall be reduced by the same amountapplied as set forth in Section 8.03.

Parallel Debt. (a) In respect of ensuring Notwithstanding any other provision in any Loan Document to the validity and enforceability of any Security Document governed by the law of The Netherlandscontrary, each Credit Loan Party hereby irrevocably undertakes, by way of an abstract acknowledgement of debt and unconditionally undertakes as an independent payment obligation, to pay to the Collateral Agent Administrative Agent, as a creditor in its own right and not as a representative of other Secured Parties, all and any amounts equal which are owed by such Loan Party under or in connection with the Loan Documents to the amounts payable by it in respect of its Corresponding Obligations as they may exist Secured Parties from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a time (“Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable , abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the Corresponding Obligation to which it corresponds becomes due and payablerelevant Loan Document. (b) Each The Administrative Agent shall have an independent right to demand payment of the parties to this Agreement hereby acknowledges that: Parallel Debt. (ic) each Parallel Debt constitutes an undertaking, obligation Any amount due and liability of the applicable Credit payable by a Loan Party to the Collateral Administrative Agent which under this Section 11.24 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the Parallel Debt. Accordingly, the aggregate amount receivable and received by the Secured Parties shall at no time exceed the aggregate amount due and payable under the provisions of the Loan Documents (other than under this Section 11.24). (d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable under the Loan Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Administrative Agent to receive payment of such Parallel Debt from the applicable Credit Partyunder this Section 11.24. (ce) To Notwithstanding the extent foregoing, any payment under the Collateral Agent irrevocably receives any amount Loan Documents shall be made to the relevant Secured Party as set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment of a Parallel Debt of a Credit Party, to be made to the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsAdministrative Agent. (df) Upon irrevocable receipt by a Lender The Administrative Agent shall be entitled to transfer its rights and obligations under this Section 11.24 to any successor Administrative Agent. The Loan Parties and the Secured Parties hereby agree to such transfer. Further, the consent of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation Loan Party or any Secured Party shall not be necessary to which the Parallel Debt corresponds shall be reduced by the same amountsuch transfer.

Parallel Debt. (a) In Notwithstanding any other provision of any Loan Document, with respect to the Obligations of the Company under the Loan Documents, each Loan Party that is a Domestic Subsidiary of the Company hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties in respect of ensuring the validity Obligations of the Company under each of the Loan Documents as and enforceability when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Domestic Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Loan Parties described in this paragraph being referred to as the “Parallel Debt A”). (b) Notwithstanding any other provision of any Security Document governed by Loan Document, with respect to the law Obligations of The Netherlandsthe Dutch Borrower under the Loan Documents, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the amounts currency of each amount payable by it such Loan Party to each of the Secured Parties in respect of the Obligations of the Dutch Borrower under each of the Loan Documents and Secured Hedge Agreements as and when that amount falls due for payment under the relevant Loan Document or Secured Hedge Agreements or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Loan Parties described in this paragraph being referred to as the “Parallel Debt B” and Parallel Debt A and Parallel Debt B shall be referred to as the “Parallel Debts”). (c) The Administrative Agent shall have its own independent right to demand payment of any Parallel Debt payable by each Loan Party under this Section 9.14, irrespective of any discharge of the obligation of such Loan Party to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve their entitlement to be paid those amounts. (d) Any amount in respect of any of the Administrative Agents Parallel Debts due and payable by a Loan Party to the Administrative Agent under this Section 9.14 shall be decreased to the extent that any of the other Secured Parties have received (and have not returned or repaid to the relevant Loan Party) payment in full of the corresponding amount under the other provisions of the Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements and any amount due and payable by such Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received payment in full of the corresponding amount in respect of its Corresponding Obligations as they may exist from time to time, which undertaking Parallel Debt under this Section 9.14 against such Loan Party. Each Secured Party hereby expressly and irrevocably authorizes the Collateral Agent hereby accepts. Each payment undertaking to agree (for and on behalf of a Credit Party such Secured Party) to any provision on terms equivalent to the Collateral Agent under this Section 12.21(apreceding sentence for the purpose of any parallel debt provision of any Loan Party in any other Loan Document, including (without limitation) is hereinafter any Guaranty, and agrees to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable equally bound by such provision in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payablesuch other Loan Document. (be) Each Subject to the foregoing provisions of this Section 9.14, the rights of the parties Secured Parties (other than the Administrative Agent) to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertakingreceive payment of amounts payable by a Loan Party under the Loan Documents, obligation Secured Hedge Agreements or Secured Cash Management Agreements are several and liability of the applicable Credit Party to the Collateral Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Administrative Agent to receive payment of such any of its Parallel Debt from the applicable Credit Partyagainst any Loan Party under this Section 9.14. (cf) To For purposes of this Section, the Administrative Agent acts in its own name and not as agent, representative or trustee of any of the Secured Parties and neither its claims in respect of any Parallel Debt nor security in respect of these claims shall be held on trust. (g) All amounts received or recovered by the Administrative Agent in connection with this Section 9.14, to the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Partypermitted by applicable law, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party be applied in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSection 8.03. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of establishing a valid Lien pursuant to any Security Document governed by the law of The Netherlands, Dutch or German law: (i) each Credit Foreign Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Foreign Loan Party to any Foreign Obligations Secured Party under the amounts payable by it in respect of its Corresponding Obligations Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as they each may exist be amended, varied, supplemented or extended | || from time to time) whether for principal, which undertaking interest, (including interest which, but for the Collateral Agent hereby accepts. Each payment undertaking filing of a Credit petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under this Section 12.21(athe Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable allowed against such Loan Party for such interest in the currency related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or currencies of the relevant Corresponding Obligation and will become due and payable otherwise, as and when those amounts are due (its “U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the Corresponding Obligation undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to which it corresponds becomes due and payablethis paragraph (ii). (b) Each of the parties party to this Agreement hereby acknowledges that the obligations of each Loan Party under a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Loan Party is liable under a Parallel Debt be limited or affected in any way by its relevant Corresponding Debt provided that: : (i) each a Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit a Loan Party shall be decreased to the Collateral Agent which is separate and independent from, and without prejudice to, extent that its relevant Corresponding Debt has been irrevocably paid or (in the Corresponding Obligation to which it corresponds; and case of guarantee obligations) discharged; (ii) each a Corresponding Debt of a Loan Party shall be decreased to the extent its relevant Parallel Debt represents has been irrevocably paid or (in the Collateral Agent’s own separate and independent claim to receive payment case of such Parallel Debt from the applicable Credit Party.guarantee obligations) discharged; and (ciii) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit PartyLoan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent shall distribute such amount among the Lenders acts in its own name and the Agents who are creditors on behalf of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreementitself and not as agent, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender representative or trustee of any amount on a distribution by the Collateral Agent under Section 12.21(c) other Secured Party and its claims in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall not be reduced by held on trust. Any Lien granted to the same amount.| ||

Parallel Debt. (a) In respect For the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed the security rights granted and to be granted by the law of The Netherlands, each Credit Party Borrowers under or pursuant to the Loan Documents the Borrowers hereby irrevocably and unconditionally undertakes undertake, as an abstract obligation (abstraktes Schuldversprechen), to pay to the Collateral Agent Bank amounts equal to and in the amounts payable by it in respect currency of its Corresponding the Obligations as they may exist from time to timetime due in accordance with the terms and conditions of the Loan Documents and irrespective of any discharge of an obligor’s obligation to pay such amounts resulting from a failure by Bank to take appropriate steps in insolvency, which undertaking the Collateral Agent hereby accepts. Each bankruptcy or similar proceedings affecting an obligor to preserve its respective right to be paid those amounts (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of The Borrowers and the parties to this Agreement hereby acknowledges Bank acknowledge that: : (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Borrowers to Bank under the Collateral Agent Loan Documents which is are separate and independent from, from and without prejudice to, the Corresponding Obligation corresponding Obligations which the Borrowers have to which it correspondsBank; and and (ii) each that the Parallel Debt represents the Collateral AgentBank’s own separate and independent claim claims to receive payment of such the Parallel Debt, provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may otherwise become due as Obligations. (c) To Every payment of monies made by the Borrowers to the Bank shall be in satisfaction pro tanto of the Parallel Debt, provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application Bank, shall be entitled to receive the avoided or reduced amount of such payment from the Borrowers and the Borrowers shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision of this sub-clause (d), but notwithstanding any of the other provisions of this Section 4.4: (i) the total amount due and payable as Parallel Debt under this Section 4.4 shall be decreased to the extent that an obligor pays any amounts to the Collateral Agent irrevocably Bank or any of them as a payment for the Obligations or the Bank otherwise receives any amount in payment of (a part of) the Obligations; and (ii) to the extent that any obligor shall have paid any amounts to the Bank under the Parallel Debt of a Credit Party, or the Collateral Agent Bank shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which total amount due and payable by any obligor on account of the Parallel Debt corresponds Obligations shall be reduced decreased as if said amounts were received directly in payment of the Obligations. Notwithstanding Section 11 of this Agreement with respect to choice of law, this Section 4.4 shall be governed by the same amountGerman law.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ai) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Each Borrower irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Administrative Agent amounts an amount equal to the amounts payable by it in respect aggregate of its Corresponding all Obligations as they may exist to all the Lenders from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of this Agreement (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be obligations and liabilities which are the result thereof are referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (bii) Each of the parties to this Agreement hereby acknowledges that: that (i) each for this purpose, the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Borrowers constitutes undertakings, obligations and liabilities of the Borrowers to the Collateral Administrative Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation Obligations which the Borrowers owe to which it corresponds; any Lender and (ii) each that the Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from by the applicable Credit PartyBorrowers; provided that the total amount which may become due under the Parallel Debt of the Borrowers under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrowers to all the Lenders. (ciii) To (A) The total amount due by the Borrowers as the Parallel Debt under this clause (k) shall be decreased to the extent that the Collateral Agent Borrowers shall have irrevocably and unconditionally paid any amounts to the Lenders or any of them to reduce the Borrowers’ outstanding Obligations or any Lender otherwise receives any amount in irrevocable and unconditional payment of a such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrowers shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt of a Credit Party, or the Collateral Administrative Agent shall distribute such amount among the Lenders have otherwise received monies in irrevocable and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in unconditional payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a such Parallel Debt, the Corresponding Obligation to which total amount due under the Parallel Debt corresponds Obligations shall be reduced by the same amountdecreased.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Collateral Administrative Agent amounts an amount equal to and in the amounts currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in respect accordance with the terms and conditions of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby acceptssuch Principal Obligations. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will each Loan Party shall become due and payable as and when the Corresponding Obligation to which it corresponds becomes its Principal Obligations become due and payable. . An Event of Default in respect of the Principal Obligations shall constitute a default (bverzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the parties to this Agreement hereby Loan Parties acknowledges that: that (i) each the Parallel Debt of each Loan Party (a) constitutes an undertaking, obligation and liability of the applicable Credit such Loan Party to the Collateral Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; its Principal Obligations and (iib) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from such Loan Party and (ii) the applicable Credit Party. Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (ci) To the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the Collateral case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent irrevocably receives any amount in payment respect of a Parallel Debt of a Credit Party(including, the Collateral Agent but not limited to, enforcement proceeds) shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party be applied in accordance with the terms of this AgreementAgreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as if such amount were received agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Collateral Administrative Agent in payment of the Corresponding Obligation is not effective with respect to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent its rights under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the same amountSecured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to provide security pursuant to a Netherlands Security Document.

Parallel Debt. (aA) In respect Without prejudice to the other provisions of this Agreement and for the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed the Dutch law security rights granted and to be granted by the law respective pledgors (the respective pledgors hereafter jointly and individually the "Pledgor") under or pursuant to the Pledge of The NetherlandsInventory, the Pledge of Inter-Company Receivables, the Pledge of Polaroid Nederland Receivables and the Pledge of Polaroid Trading Receivables (and any additional pledges further to any of the foregoing and any other Dutch Security), each Credit Party of the Borrower and the Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Pledgee (as defined therein) amounts equal to and in the amounts payable by it in respect currency of its Corresponding respective Principal Obligations as they may exist from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of its Principal Obligations (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “obligations and liabilities which are the result thereof, the "Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable"). (bB) Each of the The parties to this Agreement hereby acknowledges that: hereto acknowledge (i) each that the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of each of the applicable Credit Party Borrower and the Guarantor to the Collateral Agent Pledgee under this Agreement which is are separate and independent independant from, and without prejudice to, the Corresponding Obligation corresponding Principal Obligations which each of the Borrower and the Guarantor has to which it corresponds; the Beneficiaries and (ii) each that the Parallel Debt represents the Collateral Agent’s Pledgee's own separate and independent claim claims (vorderingen op naam) to receive payment of such the Parallel Debt from with the applicable Credit PartyPledgee as sole creditor thereof and the same (or any Dutch Security) not being held on trust, provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Principal Obligations. (cC) To Every payment of monies made by the Borrower or the Guarantor to the Pledgee shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction PRO TANTO of the covenant by the Borrower or the Guarantor respectively contained in sub-paragraph (A) above, provided that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Pledgee shall be entitled to receive the amount of such payment from the Borrower or the Guarantor, as the case may be, and the Borrower or the Guarantor, as the case may be, shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (D) Subject to the proviso contained in sub-paragraph (C) above, but notwithstanding any of the other provisions of this paragraph (D): (i) the total amount due and payable as Parallel Debt under this Clause 21.14 shall be decreased to the extent that the Collateral Agent irrevocably Borrower and/or the Guarantor shall have paid any amounts to the Beneficiaries to reduce the outstanding Principal Obligations or any Beneficiary otherwise (other than as a result of the Parallel Debt or Security granted to secure the same) receives any amount in payment of a the Principal Obligations; and (ii) to the extent that the Borrower and/or the Guarantor shall have paid any amounts to the Pledgee under the Parallel Debt of a Credit Party, or the Collateral Agent Pledgee shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, subject to sub-paragraph (C) above the Corresponding Obligation to which total amount due and payable under the Parallel Debt corresponds Principal Obligations shall be reduced by decreased as if the same amountamounts were received directly in payment of the Principal Obligations in accordance with Clause 21.15.

Parallel Debt. (a) In respect Each Loan Party, by way of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsan independent payment obligation, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Lenders and the Issuing Bank, sums equal to and in the currency of each amount payable by such Loan Party to the Lenders and the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations. (b) The obligations of each Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Lenders or the Issuing Bank under the Obligations (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt, provided that (i) the Collateral Agent shall not demand payment with regard to the Parallel Debt of any Loan Party to the extent that such Loan Party's Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party's Parallel Debt has been paid or (in the case of guarantee obligations) discharged and (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by it in respect of its Corresponding Obligations as they may exist from time each Loan Party under this Section 9.17. Any security granted under the Security Documents to time, which undertaking the Collateral Agent hereby acceptsto secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. Each payment undertaking of a Credit The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (d) Any amount due and payable by any Loan Party to the Collateral Agent in respect of a Parallel Debt under this Section 12.21(a) is hereinafter 9.17 shall be decreased to be referred to as a “Parallel Debt”. Each Parallel the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become any amount due and payable as by a Loan Party to the Lenders and when the Issuing Bank under the Corresponding Obligation Debt shall be decreased to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of extent that such Loan Party has paid the applicable Credit Party corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which is they have against the Corresponding Debt. (e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment. (f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Agent to receive payment of such under the Parallel Debt from the applicable Credit PartyDebt. (cg) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were All monies received or recovered by the Collateral Agent in payment of the Corresponding Obligation pursuant to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution this Section 9.17, and all amounts received or recovered by the Collateral Agent under from or by the enforcement of any security interest securing the Parallel Debt, shall be applied in accordance with Section 12.21(c) 8.03; provided that, for such purpose, the Parallel Debt of each Loan Party shall be deemed to be owing to the Administrative Agent, the Collateral Agent, each Hedge Bank in respect of a payment on a Parallel DebtSecured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountLenders and Issuing Bank (as applicable).

Parallel Debt. (a) In respect of ensuring the validity and enforceability Notwithstanding any other provision of any Security Document governed by the law of The NetherlandsLoan Document, each Credit Guarantor organized in any jurisdiction listed in Schedule 8.10 (as such schedule may be amended or supplemented from time to time by mutual agreement of the Administrative Agent and the Company) (each, a “Relevant Loan Party”), hereby unconditionally and irrevocably agrees and covenants with the Collateral Agent by way of an acknowledgement of independent payment obligation that such Relevant Loan Party hereby irrevocably and unconditionally undertakes to shall pay to the Collateral Agent amounts as creditor in its own right and not as representative or agent of the other Secured Parties sums equal to, and in the currency of, the aggregate amount of the obligations owing by such Relevant Loan Party under the Loan Documents at any given time (the “Principal Obligations”) as and when the same fall due for payment under the Loan Documents (the aforesaid sums being the “Parallel Obligations”). The Collateral Agent shall have its own independent right to demand payment of the amounts payable by it Parallel Obligations from the Relevant Loan Party (such demand to be made in respect accordance with, and only in the circumstances permitted under the Loan Documents). The rights of its Corresponding the Secured Parties (other than the Collateral Agent) to receive payment of the Principal Obligations as they may exist are several, separate and independent from time to time, which undertaking the rights of the Collateral Agent hereby accepts. Each to receive payment undertaking of a Credit the Parallel Obligations and shall not in any way limit or affect each Relevant Loan Party’s Principal Obligations nor shall the amounts for which each Relevant Loan Party is liable under it Parallel Obligations be limited or affected in any way by its Principal Obligations provided that the payment by the Relevant Loan Party of its Parallel Obligations to the Collateral Agent under in accordance with this Section 12.21(a) is hereinafter to 8.10 shall be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies an effective discharge of the relevant Corresponding Obligation corresponding Principal Obligations and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each payment by the Relevant Loan Party of its Principal Obligations in accordance with the provisions of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes Loan Documents shall be an undertaking, obligation and liability effective discharge of the applicable Credit Party to corresponding Parallel Obligations. In the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment event of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives an effective discharge of any amount in payment of a Parallel Debt of a Credit PartyPrincipal Obligations, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in not be entitled to demand payment of the Corresponding Obligation corresponding Parallel Obligations and such Parallel Obligations shall be discharged to which it corresponds. (d) Upon irrevocable receipt by a Lender the same extent. In the event of an effective discharge of any amount on a distribution by Parallel Obligations the Loan Parties shall not be entitled to demand payment of the corresponding Principal Obligations and such Principal Obligations shall be discharged to the same extent. In the event of any conflict between the provisions contained in this Section 8.10 and Section 9.22 hereof, this Section 8.10 shall control. The Collateral Agent under Section 12.21(c) acts in respect its own name and not as trustee and it shall have its own independent right to demand payment of a payment on a Parallel Debt, the Corresponding Obligation amounts payable by each Relevant Loan Party pursuant to which the Parallel Debt corresponds shall be reduced by the same amountObligations.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of any Security Document right of pledge governed by the law of The NetherlandsNetherlands law, each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts payable aggregate amount due by it in respect of its the Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each The payment undertaking of a Credit each Loan Party to the Collateral Agent under this Section 12.21(a8.02 (a) is hereinafter to be referred to as a its “Parallel Debt.”. Each (b) The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the Corresponding Obligation to which it corresponds becomes Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 NCC with respect to the Parallel Debt without any notice being required. (bc) Each of the parties to this Agreement Party hereto hereby acknowledges that: : (i) each the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it correspondsObligations; and and (ii) each the Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such the Parallel Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the applicable Credit Partyamount which may become payable by a Loan Party as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (cd) To The Collateral Agent, not only in its own name and on behalf of itself but also as agent on behalf of each Secured Party, hereby confirms and accepts that to the extent the Collateral Agent irrevocably receives any amount in payment of a the Parallel Debt of a Credit PartyDebt, the Collateral Agent shall distribute such that amount among the Lenders Collateral Agent and the Agents who Secured Parties that are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms relevant provision of this Agreementthe Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any amount in payment of the Parallel Debt (a “Received Amount”), the Corresponding Obligations towards the Collateral Agent and the Secured Parties shall be reduced, if necessary pro rata in respect of Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if such amount the Deductible Amount were received by the Collateral Agent in and the Secured Parties as a payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable Obligations on the date of receipt by a Lender of any amount on a distribution by the Collateral Agent under of the Received Amount. (e) For the purpose of this Section 12.21(c8.02, other than the second sentence of paragraph(d) in respect of a payment on a Parallel Debtthis Section 8.02, the Corresponding Obligation Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the total amount payable by any Loan Party to which the Parallel Debt corresponds shall be reduced by Collateral Agent, the same amountAdministrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (excluding any obligation under this Section 8.02).

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay Loan Parties to the Collateral Agent amounts (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the amounts payable by it in respect of its Corresponding same currency as the Obligations as they may exist from time to timetime due by such Loan Party in accordance with the terms and conditions of the Loan Documents, which undertaking including for the Collateral Agent hereby accepts. Each payment undertaking avoidance of a Credit doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent under this Section 12.21(a(or any sub-agent thereof) is hereinafter to be referred to as a for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of Loan Party and the parties to this Agreement hereby acknowledges that: Collateral Agent (and any sub-agent thereof) acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Obligations under the Loan Documents which such Loan Party has to which it corresponds; the Secured Parties and (ii) each that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own separate and independent claim claims to receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) To the extent Every payment of monies made by a Loan Party to the Collateral Agent irrevocably or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of Table of Contents general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Parallel Debt of a Credit Party, Loan Parties shall have paid any amounts to the Collateral Agent shall distribute such amount among (or any sub-agent thereof) under the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Corresponding Obligation Parallel Debt owed to which it correspondsit, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (de) Upon irrevocable receipt by In the event of a Lender resignation of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect or any of its sub-agents or the appointment of a payment on a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountsuccessor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) without duplication to pay to the Collateral Agent amounts equal to the any amounts payable owing from time to time by it such Loan Party to any Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document or otherwise in respect of its Corresponding the Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit payable by such Loan Party to the Collateral Agent any Secured Party (such payment undertakings under this Section 12.21(a) is hereinafter to be referred to as a 9.25 and the obligations and liabilities resulting therefrom being the “Parallel Debt”). (b) The Collateral Agent shall have its own independent right without duplication to demand payment of the Parallel Debt by each Loan Party when due. Each Loan Party and the Collateral Agent acknowledge that the obligations of each Loan Party under this Section 9.25 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Loan Party to any Secured Party under this Agreement or any other Loan Document or otherwise in respect of the Obligations payable by such Loan Party to any Secured Party (the “Corresponding Debt”), provided that: (i) the Parallel Debt will shall be payable decreased to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the currency Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or currencies discharged; (iii) the amount of the relevant Parallel Debt shall at all times be equal to the amount of the Corresponding Obligation and Debt; (iv) for the avoidance of doubt, the Parallel Debt will become due and payable as and at the same time when the Corresponding Obligation to which it corresponds Debt becomes due and payable.; and (bv) Each of the parties to this Agreement hereby acknowledges that: (i) each Loan Parties shall have all objections and defenses against the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, they have against the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit PartyDebt. (c) To The security granted under any German Collateral Agreement with respect to the extent Parallel Debt is granted to the Collateral Agent irrevocably receives in its capacity as sole creditor of the Parallel Debt. (d) Without limiting or affecting the Collateral Agent’s rights against any amount Loan Party (whether under this Agreement or any other Loan Document), each of the Loan Parties acknowledges that: (i) nothing in payment this Agreement shall impose any obligation on the Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document; and (ii) for the purpose of a Parallel Debt of a Credit Partyany vote taken under any Loan Document, the Collateral Agent shall distribute such not be regarded as having any participation or commitment other that those which it has in its capacity as a Lender. (e) The parties to this Agreement acknowledge and confirm that the provisions contained in this Section 9.25 shall not be interpreted so as to increase the maximum total amount among the Lenders and the Agents who are creditors of the Corresponding Obligations Obligations. (f) The Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Secured Parties under any of the other Loan Documents or Bank Product Agreements, be it by virtue of assignment, novation or otherwise, provided that Credit Party the Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (g) All monies received or recovered by the Collateral Agent pursuant to this Agreement and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security granted to secure the Parallel Debt shall be applied in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Each of ensuring the validity Loan Parties confirms that it intends to secure all monetary liabilities and enforceability obligations (present and future, actual, conditional and contingent), whether incurred solely or jointly or as principal or surety or in any other capacity by it, owed from time to time to any Lender or Agent and arising under or in connection with any Loan Documents (the “Original Obligations”). (b) For the purpose of any Security Document governed by the creating valid security under Dutch law in favor of The Netherlands, Agent it is agreed that: (i) each Credit Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to its Original Obligations (the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel DebtObligations”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable.); (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s Agent shall have its own separate independent right to demand and independent claim to receive payment of such the Parallel Debt from Obligations (the applicable Credit Party.“Parallel Claim”); (ciii) To the extent “Secured Obligations” (as defined in any relevant Loan Document) shall be the Collateral Parallel Obligations unless the security in favor of Agent irrevocably receives any amount cannot valid secure the Parallel Claim in which case the Secured Obligations shall be the Original Obligations; (iv) the Parallel Obligations shall not limit or affect the Original Obligations and a Lender or Agent shall continue to have an independent right to demand and receive payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Original Obligations of that Credit Party in accordance with the terms of the Loan Documents; and (v) notwithstanding the other provisions of this Agreementclause, payment by a Loan Party of its Parallel Obligations shall to the same extent decrease the Original Obligations and payment by a Loan Party of its Original Obligations shall to the same extent decrease the Parallel Obligations. (c) Agent acts under the security documents as if such amount were received by the Collateral Agent in payment creditor of the Corresponding Obligation to which it correspondsParallel Claims. (d) Upon irrevocable receipt by a Lender For purposes of any amount on a distribution Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced Claims until all rights and obligations under the Parallel Claims have been assigned and assumed to the successor agent appointed in accordance with Section 13.10. (e) Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Claims to a successor agent in accordance with Section 13.10 of this Agreement and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor agent. All other Loan Parties hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfer of all rights and obligations by the same amountAgent to a successor agent in accordance with Section 13.10 of this Agreement.

Parallel Debt. (a) In respect Without prejudice to the provisions of the other Loan Documents, and for the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed by the law rights of The pledge purported to be granted under or pursuant to certain instruments of pledge under Dutch law, including but not limited to the right of pledge over the membership of the Company in Coöperatief Federal-Mogul Dutch Investments B.A., the right of pledge over approximately 65% of the shares in Federal-Mogul Motorparts (Netherlands) B.V. and the right of pledge over approximately 65% of the shares in Federal-Mogul Powertrain (Netherlands) B.V., each Credit Party Borrower hereby irrevocably and unconditionally undertakes and covenants to pay pay, and acknowledges that it owes, to the Collateral Agent Trustee amounts equal to and in the currency of the total amount of (i) any amounts payable owing by it the respective Borrower to the Administrative Agent or the Lenders in respect of its Corresponding Credit Facility Secured Obligations (as they defined in the Collateral Agreement), (ii) any amounts owing by the respective Borrower to any noteholder in respect of its Existing Indenture Secured Obligations (as defined in the Collateral Agreement) or the other Secured Parties (as defined under the Collateral Trust Agreement) or (iii) in connection with any other indebtedness as the parties may exist agree from time to timetime should form part of the Parallel Debt, which undertaking in each case, whether present or future and whether actual or contingent (such obligations under sub-clauses (i), (ii) and (iii) above for the Collateral Agent hereby accepts. Each payment undertaking purposes of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter 10.26 in relation to each Borrower to be referred as its “Corresponding Obligations”), which from time to time are due, irrespective of whether any such obligations have arisen as at the Third Amendment Effective Date or arise after the date hereof, in accordance with and under the same terms and conditions as each of the Corresponding Obligations (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as a the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies ” of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payablethat Borrower). (b) Each of the parties party to this Agreement hereby acknowledges that: that (i) each the Parallel Debt of each Borrower constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party such Borrower to the Collateral Agent which is Trustee separate and independent from, and without prejudice toto its Corresponding Obligations to the Administrative Agent, the Corresponding Obligation to which it corresponds; Lenders or the other Secured Parties (as defined under the Collateral Trust Agreement), and (ii) each the Parallel Debt of the Borrowers represents the Collateral AgentTrustee’s own separate and independent claim (eigen en zelfstandige vordering op naam) to receive payment of such the Parallel Debt from the applicable Credit PartyBorrowers; provided that in all events the aggregate amount which may become due under a Parallel Debt of the Borrowers shall never exceed the aggregate amount which may become due under its Corresponding Obligations at any time. The Collateral Trustee shall be the obligee of such undertaking and covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent or trustee or representative acting on behalf of the Lenders or the holders of Secured Obligations (as defined in the Collateral Trust Agreement) or any one of them. The security to be granted to the Collateral Trustee under and pursuant to the instruments of pledge under Dutch law to secure the Parallel Debt, is granted to the Collateral Trustee in its capacity as sole creditor of the Parallel Debt. (c) To Every payment of monies made by a Borrower or a Subsidiary regarding its Corresponding Obligations shall, conditionally upon such payment not subsequently being voided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application, be in satisfaction pro tanto of the undertaking and covenant by each Borrower contained in this Section 10.26; provided that, if any such payment as is mentioned above is subsequently voided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application, the Collateral Trustee shall be entitled to receive a corresponding amount as Parallel Debt under this Section 10.26 from the Borrowers, and each Borrower shall remain liable to satisfy such Parallel Debt and such Parallel Debt shall be deemed not to have been discharged. (d) Subject to the other provisions of this Section 10.26: (i) the total amount due and payable as Parallel Debt under this Section 10.26 shall be decreased to the extent a Borrower or any relevant Subsidiary shall have paid any amounts to the Administrative Agent, any Lender or any other Secured Party (as defined under the Collateral Agent irrevocably Trust Agreement) to reduce its outstanding Corresponding Obligations or the Administrative Agent, any Lender or any other Secured Party (as defined under the Collateral Trust Agreement) otherwise receives any amount in payment of a its Corresponding Obligations, including through the receipt of proceeds of Collateral (as defined in the Collateral Agreement); and (ii) to the extent that any Borrower shall have paid any amounts to the Collateral Trustee under its Parallel Debt or the Collateral Trustee otherwise shall have received monies in payment of a Credit Partythe Parallel Debt, including through the receipt of proceeds of Collateral (as defined in the Collateral Agreement), the Collateral Agent shall distribute such total amount among the Lenders due and the Agents who are creditors payable in respect of the Corresponding Obligations of that Credit Party in accordance with the shall, subject to any applicable terms of this Agreement, the Intercreditor Agreement be decreased as if such amount said amounts were received by the Collateral Agent directly in payment of the Corresponding Obligation to which it correspondsObligations. (de) Upon irrevocable receipt by a Lender Each party to this Agreement confirms that, in accordance with this Section 10.26, the claim of any amount on a distribution by the Collateral Agent under Section 12.21(c) Trustee against a Borrower in respect of its Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Article 3:166 Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Trustee does constitute such common property and such provisions do apply, the parties to this Agreement agree that this arrangement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 Dutch Civil Code. (f) If and to the extent that at the time of the creation of the rights of pledge constituted under the instruments of pledge under Dutch law, or at any time thereafter, a payment on a Corresponding Obligation owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, the such Corresponding Obligation to which the Parallel Debt corresponds itself shall be reduced by a Credit Facility Secured Obligation or Existing Indenture Secured Obligation, as relevant. (g) The Collateral Trustee shall be entitled to rely on, and enforce the same amountprovisions of, this Section 10.26.”

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the First Lien Collateral granted under the First Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the First Lien Collateral Agent as trustee or agent for some or all of the First Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document: (a) In respect of ensuring the validity each Issuer and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Guarantor irrevocably and unconditionally undertakes to pay to the First Lien Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Issuer, such US Co-Issuer or such Guarantor to First Priority Notes Secured Parties under or in connection with the amounts payable by it Note Documents as and when the same fall due for payment under or in connection with the Note Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer, such US Co-Issuer or such Guarantor owes to First Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (the “Original Obligations”); (b) the First Lien Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the First Lien Collateral Agent hereby accepts. Each and any other First Priority Notes Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the First Priority Notes Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above: (i) the Parallel Obligations shall be decreased to the extent the First Lien Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations to the First Lien Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by the Issuer, the US Co-Issuer or any Guarantor of its Original Obligations to the relevant First Priority Notes Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the First Lien Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) the Parallel Obligations are owed to the First Lien Collateral Agent in its own name on behalf of itself and not as agent or representative of any other Person nor as trustee and all property subject to a Lien on First Lien Collateral shall secure the Parallel Obligations so owing to the First Lien Collateral Agent in its capacity as creditor of the Parallel Obligations; (f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a First Priority Notes Secured Party to join any proceedings as co-claimant with the First Lien Collateral Agent in respect of any claim by the First Lien Collateral Agent against the Issuer, the US Co-Issuer or any Guarantor under this Section 13.11; (g) each Issuer and G▇▇▇▇▇▇▇▇ agrees that: (i) any defect affecting a claim of the First Lien Collateral Agent against the Issuer, the US Co-Issuer or any Guarantor under this Section 13.11 will not affect any claim of a Credit First Priority Notes Secured Party to against such Issuer, such US Co-Issuer or such Guarantor under or in connection with the First Lien Collateral Documents; and (ii) any defect affecting a claim of a First Priority Notes Secured Party against the Issuer, the US Co-Issuer or any Guarantor under or in connection with the Note Document will not affect any claim of the First Lien Collateral Agent under this Section 12.21(a13.11; and (h) is hereinafter if the First Lien Collateral Agent returns to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable the Issuer, the US Co-Issuer or any Guarantor, whether in the currency any kind of insolvency proceeding or currencies otherwise, any recovery in respect of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payablehas made a payment to a First Priority Notes Secured Party, that First Priority Notes Secured Party must repay an amount equal to that recovery to the First Lien Collateral Agent. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the First Lien Collateral Agent which is separate will reasonably cooperate in transferring its rights and independent from, and without prejudice to, obligations under the Corresponding Obligation Parallel Obligations to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party successor agent in accordance with the terms this Indenture and will reasonably cooperate in transferring all rights and obligations under any First Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of this Agreement, as if such amount were received rights and obligations by the First Lien Collateral Agent to a successor collateral agent in payment of the Corresponding Obligation to which it correspondsaccordance with this Indenture. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of establishing a valid Lien pursuant to any Security Document governed by the law of The Netherlands, Dutch or German law: (i) each Credit Foreign Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Foreign Loan Party to any Foreign Obligations Secured Party under the amounts payable by it in respect of its Corresponding Obligations Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as they each may exist be amended, varied, supplemented or extended from time to time) whether for principal, which undertaking interest, (including interest which, but for the Collateral Agent hereby accepts. Each payment undertaking filing of a Credit petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under this Section 12.21(athe Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable allowed against such Loan Party for such interest in the currency related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or currencies of the relevant Corresponding Obligation and will become due and payable otherwise, as and when those amounts are due (its “U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the Corresponding Obligation undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to which it corresponds becomes due and payablethis paragraph (ii). (b) Each of the parties party to this Agreement hereby acknowledges that the obligations of each Loan Party under a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Loan Party is liable under a Parallel Debt be limited or affected in any way by its relevant Corresponding Debt provided that: : (i) each a Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit a Loan Party shall be decreased to the Collateral Agent which is separate and independent from, and without prejudice to, extent that its relevant Corresponding Debt has been irrevocably paid or (in the Corresponding Obligation to which it corresponds; and case of guarantee obligations) discharged; (ii) each a Corresponding Debt of a Loan Party shall be decreased to the extent its relevant Parallel Debt represents has been irrevocably paid or (in the Collateral Agent’s own separate and independent claim to receive payment case of such Parallel Debt from the applicable Credit Party.guarantee obligations) discharged; and (ciii) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit PartyLoan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall distribute such amount among not be held on trust. Any Lien granted to the Lenders Collateral Agent to secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Agents who are creditors Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of the Corresponding Obligations of that Credit Party any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), as if such amount were received by the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in payment the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the Corresponding Obligation relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to which it correspondsact in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any act reasonably incidental to the foregoing). (df) Upon irrevocable receipt by Without limiting or affecting the Collateral Agent’s rights against a Lender Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.14 shall impose any amount obligation on a distribution by the Collateral Agent to advance any sum to a Loan Party or otherwise under a Loan Document, except in its capacity as Lender; and (ii) for the purpose of any vote taken under a Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 12.21(c) 9.14 a claim of the Collateral Agent against a Loan Party in respect of a payment on a Parallel DebtDebt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent does constitute such common property and such provisions do apply, the Corresponding Obligation parties to which this Agreement agree that this Agreement shall constitute the Parallel Debt corresponds administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) For the purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be reduced the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to demand performance by the same amountLoan Parties of those obligations (Gesamtgläubigerschaft) in full. (j) Notwithstanding anything to the contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or provide any security for, any Obligation of a U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

Parallel Debt. (a) In respect Notwithstanding any other provision in any Finance Document to the contrary, the Borrower hereby undertakes, by way of ensuring the validity an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) and enforceability of any Security Document governed by the law of The Netherlandsas an independent payment obligation, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Security Agent, as creditor in its own right and not as representative of the other Finance Parties, sums equal to and in the amounts payable by it currency of all its obligations to the Finance Parties under or in respect of its Corresponding Obligations as they may exist connection with the Finance Documents from time to time, which undertaking time (the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a"PARALLEL DEBT") is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when any of such amount falls due for payment under the Corresponding Obligation relevant Finance Document PROVIDED THAT this shall not, at any time, result in the Borrower incurring an aggregate obligation to the Finance Parties which it corresponds becomes due and payableis greater than its obligations (excluding the obligations under the Parallel Debt to the Finance Parties under the Finance Documents. (b) Each The Security Agent shall have an independent right to demand payment of the parties Parallel Debt. (c) Any amount due and payable by the Borrower to this Agreement hereby acknowledges that: (i) each the Security Agent under the Parallel Debt constitutes an undertaking, obligation shall be decreased to the extent that the Finance Parties have received (and liability are able to retain) a payment in full of the applicable Credit Party corresponding amount owed under the other provisions of the Finance Documents and any amount due and payable by the Borrower to the Collateral Finance Parties under those provisions shall be decreased to the extent that the Security Agent which has received (and is able to retain) payment in full of the corresponding amount under the Parallel Debt. (d) The rights of the Finance Parties to receive payment of amounts payable by the Borrower under the Finance Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Security Agent to receive payment of such under the Parallel Debt from the applicable Credit PartyDebt. (ce) To Notwithstanding the extent foregoing, any payment under the Collateral Agent irrevocably receives any amount Finance Documents shall be made to the relevant Finance Party as set out in the respective Finance Document, unless expressly stated otherwise in that Finance Document (save for this Clause 6 (Parallel Debt)) or unless the relevant Finance Party directs such payment of a Parallel Debt of a Credit Party, to be made to the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSecurity Agent. (df) Upon irrevocable receipt by a Lender Subject to paragraph (c) above, nothing in this Clause 6 (Parallel Debt) shall in any way negate, affect or increase the obligations of any amount on a distribution by the Collateral Agent Borrower to the Finance Parties under Section 12.21(c) the Finance Documents in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountliabilities under this Agreement.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Party of the Company and each Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the Collateral Administrative Agent amounts (in its personal capacity and not in its capacity as agent) an amount equal to the amounts aggregate amount payable by it such Principal Party in respect of its Corresponding Obligations as they may exist from time each and every payment obligation owed to timeeach and every Secured Party under the Loan Documents and, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent extent included in the Obligations, under this Section 12.21(aany Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (collectively, the “Principal Obligations”) is hereinafter to be referred to as a “Parallel Debt”in accordance with the terms and conditions of such Principal Obligations. Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will any Principal Party shall become due and payable as and when the Corresponding any Principal Obligation to which it corresponds of such Principal Party becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges The Administrative Agent and each Principal Party agree and acknowledge that: : (i) each the Parallel Debt of each Principal Party constitutes an undertaking, obligation and liability of the applicable Credit such Principal Party to the Collateral Administrative Agent which (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, the Corresponding any Principal Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim as a creditor in its own right to receive payment of such Parallel Debt from such Principal Party (and for the applicable Credit avoidance of doubt, for purposes of Netherlands law, the Parallel Debt of each Principal Party constitutes independent claims (zelfstandige vorderingen) of the Administrative Agent vis-à-vis each Principal Party); and (ii) the security interest created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them. (c) To The Administrative Agent and each Principal Party agree and acknowledge that: (i) the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, each Principal Party shall be decreased if and to the Collateral Agent shall distribute such amount among extent that the Lenders and the Agents who are creditors of the Corresponding Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that Credit the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and (iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party. (d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement, as if such amount were received by Agreement and the Collateral Agent in payment of the Corresponding Obligation to which it correspondsother Security Documents. (de) Upon irrevocable receipt by a Lender The Administrative Agent accepts the provisions of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a this clause 8.16 (Parallel Debt) on behalf of the Secured Parties. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Principal Party under the Principal Obligations are several and are separate and independent from, and without prejudice to, the Corresponding Obligation rights of the Administrative Agent to which receive payment under this Section 8.16 and each Principal Party’s obligations under this Section 8.16 toward the Parallel Debt corresponds shall be reduced by Administrative Agent constitutes a single and separate obligation from any other debt or obligation of each Principal Party under the same amountPrincipal Obligations.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring the Credit Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay Loan Parties to the Collateral Agent amounts for the benefit of any Secured Parties and/or to the Secured Parties (or any of them), an amount equal to and in the amounts payable by it in respect of its Corresponding same currency as the Obligations as they may exist from time to timetime due by such Loan Party in accordance with the terms and conditions of the Loan Documents, which undertaking Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the Collateral Agent hereby accepts. Each payment undertaking “Secured Documents”) including for the avoidance of a Credit doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a creditor in its own right and not as representative of the other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of Loan Party and the parties to this Agreement hereby acknowledges that: Collateral Agent acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit each Loan Party to the Collateral Agent as creditor in its own right and not as a representative under the Secured Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Obligations under the Secured Documents, which such Loan Party has to which it corresponds; the Secured Parties and (ii) each that the Parallel Debt represents the Collateral Agent’s own separate independent rights and independent claim claims to demand and receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable total amount which may become due under the Secured Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with the Credit PartyAgreement and any other Secured Document. (c) To the extent Every payment of monies made by a Loan Party to the Collateral Agent irrevocably shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in paragraph (a) of this Section 1.01; provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 1.01, but notwithstanding any of the other provisions of this Section 1.01: (i) the total amount due and payable as Parallel Debt under this Section 1.01 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent under the Parallel Debt of a Credit Party, owed to it or the Collateral Agent shall distribute have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Secured Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or the appointment of a new Collateral Agent pursuant to the Credit Agreement, the retiring or replaced Collateral Agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such amount among Parallel Debt, in each case to the Lenders successor Collateral Agent. Citibank Camelot UK Bidco Limited 69617640 19,000.00 USD 01/29/2020 01/29/2020 FALSE NATIONAL AND UNIVERSITY LIBRARY IN ZAGREB Citibank Camelot UK Bidco Limited 69610435 197,100.00 QAR 12/31/2020 01/30/2021 FALSE Qatar Foundation (QF) Citibank Camelot UK Bidco Limited 69610619 31,676.17 EUR 12/31/2020 01/30/2021 FALSE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Citibank Camelot UK Bidco Limited 69610944 66,776.85 EUR 12/20/2019 12/20/2019 FALSE BT GERMANY GMBH AND CO. OHG Citibank Camelot UK Bidco Limited 5404600147/ 69611362 5,122.00 USD 09/30/2021 10/02/2021 FALSE Qatargas Operating Company Limited Citibank Camelot UK Bidco Limited 69611971 115,000.00 USD 12/31/2019 12/31/2019 TRUE One Penn Plaza LLC Citibank Camelot UK Bidco Limited 69613306/ 5219800149 8,000.00 EUR 12/31/2018 01/31/2020 TRUE ▇▇▇▇▇▇▇ Grundstückverwaltung GbR Citibank Clarivate Analytics (Belgium) NV 69611056 212,504.00 EUR 09/02/2021 09/02/2021 FALSE Singel Office Antwerpen NV Citibank Camelot UK Bidco Limited 69614875 116,063.65 EUR 10/02/2019 10/02/2021 TRUE Fundação para Ciência e a Tecnologia (FCT) Citibank Camelot UK Bidco Limited 69615639 375,000.00 USD 10/31/2019 10/31/2021 TRUE ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LP ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Camelot UK Bidco Limited 6545S26890 856,086.78 USD 12/31/2019 03/31/2023 FALSE Ministry of Education CAPES/CGLOG/DGES Royal Bank of Canada Camelot UK Bidco Limited 6545S26949/ 781BG61900304 62,050.00 SGD 04/30/2020 06/30/2024 TRUE Intellectual Property Office of Singapore None. 1. New York ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 2. England & Wales Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 3. Delaware Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP 4. Luxembourg Loyens & Loeff Luxembourg S.à ▇.▇. 5. Luxembourg NautaDutilh Avocats Luxembourg S.à ▇.▇. 1. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent customary insurance certificates and endorsements to be agreed between the Borrower Representative and the Agents who are creditors of Administrative Agent. 2. Within 30 days after the Corresponding Obligations of that Credit Party Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent the certificate representing the pledged equity referred to therein by Camelot UK Bidco in Information Ventures LLC accompanied by undated stock powers executed in blank in accordance with the terms Security Documents. 3. Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent any updated certificates representing pledged equity referred to therein and accompanied by undated stock powers executed in blank in accordance with the Security Documents, in each case as the Administrative Agent may reasonably request and only to the extent required to be delivered pursuant to the Security Documents. 4. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent a fully executed global intercompany note in a form as may be reasonably agreed between the Borrower Representative and the Administrative Agent. 1. That certain notes agreement on Schedule 1.1D hereto; and 2. the letters of this Agreement, as if such amount were received by credit and guarantees outstanding on the Collateral Agent in payment Closing Date: Issuing Party Entity Guarantee / LC Number Amount Currency End Date Final Expiration Date Evergreen Beneficiary Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 1,500.00 EUR N/A N/A TRUE Autonome Provinz Bozen Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 5,050.10 EUR N/A N/A TRUE Autonome Provinz Bozen Citibank Camelot UK Bidco Limited 5870605210 73,279.34 AED N/A N/A TRUE TECOM Investments LLC Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A (LC 69614875) 12,369.13 EUR 01/31/2022 01/31/2022 FALSE Fundação para Ciência e a Tecnologia (FCT) Clarivate Analytics Information Services (Beijing) Company Ltd. Clarivate Analytics Information Services (Beijing) Company Ltd. N/A 20,000.00 CNY Within one month after the final acceptance of the Corresponding Obligation to which it correspondscontract. Within one month after the final acceptance of the contract. FALSE Geely Automobile Research Institute (Ningbo) Co., Ltd. Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A 9,638,625.00 USD N/A N/A FALSE 1500 Net-Works Associates L.P. Bank of America, N.A. Mail Code: TX2-974-03-23 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. , ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Telephone: (d▇▇▇) Upon irrevocable receipt by a Lender ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ USD Payment Instructions: ABA# 026 009 593 New York, NY Account# 1366072250600 Attn: Wire Clearing Account for Syn Loans – LIQ Ref: Camelot Finance S.A. Alternative Currency Payment Instructions: EUR Beneficiary Bank: Bank of any amount on a distribution by the Collateral Agent under Section 12.21(cAmerica NT and SA (Swift ID: BOFAGB22) in respect Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of a payment on a Parallel DebtAmerica NA GBP Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA CHF Beneficiary Bank: Bank of America NA (Swift ID: BOFACH2X) Beneficiary Account Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Beneficiary: Bank of America NA AUD Beneficiary Bank: Bank of America Australia (Swift ID: BOFAAUSX) Beneficiary Account Number: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Beneficiary: Bank of America NA JPY Beneficiary Bank: Bank of America NA (Swift ID: BOFAJPJX) Beneficiary Account Number: 6064 9568 7013 Beneficiary: Bank of America NA Bank of America, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountN.A. Mail Code: TX2-974-03-26 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Trade Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Standby Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ EXHIBIT A-1

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring this Agreement, the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Company irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Common Security Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of each amount payable by the Company to each of the relevant Corresponding Obligation Secured Creditors (whether present or future and will become due and payable whether actual or contingent) under the other provisions of the Secured Documents as and when the Corresponding Obligation amount falls due for payment under those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to which it corresponds becomes due take appropriate steps, in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. For the avoidance of doubt, interest, fees and payableany other charges accruing on the Secured Obligations shall be included in the Parallel Debt (without double-counting). (b) Each of the parties The obligation to this Agreement hereby acknowledges that: (i) each pay Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Company to the Collateral Common Security Agent which is separate and independent from, from the obligations (whether present or future and without prejudice to, whether actual or contingent) of the Corresponding Obligation Company to which it corresponds; and (ii) each the Secured Creditors or any of them. The Parallel Debt represents the Collateral Common Security Agent’s own separate and independent claim to receive payment of such the Parallel Debt from the applicable Credit PartyCompany. (c) For the avoidance of doubt, the aggregate amount due by the Company under the Parallel Debt will be immediately and automatically decreased to the extent the Company has paid any amounts to the Secured Creditors under the other provisions of the Secured Documents, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (d) For the avoidance of doubt, to the extent the Company has paid any amounts to the Common Security Agent under the Parallel Debt the aggregate amount due by the Company to the Secured Creditors under the other provisions of the Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (e) To the extent the Collateral Common Security Agent irrevocably receives any amount in payment of a the Parallel Debt of a Credit PartyDebt, the Collateral Common Security Agent shall distribute make such amount available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party Secured Creditors in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsSecured Documents. (df) Upon irrevocable receipt The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a Lender constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus). (g) Without limiting and in addition to the above, the Common Security Agent shall have the rights of the joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by the Company to each of the Secured Creditors under the Secured Documents. (h) Each Secured Creditor must, at the request of the Common Security Agent, perform any act required in connection with the enforcement of any amount on a distribution by claim under the Collateral Agent under Section 12.21(c) in respect of a payment on a obligation to pay Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Notwithstanding any other provision of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsthis Agreement, each Credit Party Debtor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Security Trustee, as creditor in its own right and not as representative of the other Secured Parties, sums equal to the amounts payable by it in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable and in the currency or currencies of each amount payable by such Debtor to each of the relevant Corresponding Obligation and will become due and payable Secured Parties under each of the Debt Documents as and when that amount falls due for payment under the Corresponding Obligation relevant Debt Document or would have fallen due but for any discharge resulting from failure to which it corresponds becomes due and payableanother Secured Party to take appropriate steps, in insolvency proceedings affecting that Debtor, to preserve its entitlement to be paid that amount (with respect to German Security Interests, this undertaking shall be an abstract acknowledgement of a debt (abstraktes Schuldanerkenntnis)). (b) Each Subject to paragraph (d) below, the Security Trustee shall have its own independent right to demand payment of the parties amounts payable by each Debtor under this Clause 16, irrespective of any discharge (other than by way of payment) of such Debtor’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Debtor, to preserve their entitlement to be paid those amounts. (c) Any amount due and payable by the Debtors to the Security Trustee under this Agreement hereby acknowledges that: Clause 16 shall be decreased to the extent that the other Secured Parties have received (iand are able to retain) each Parallel Debt constitutes an undertaking, obligation and liability payment in full of the applicable Credit Party corresponding amount under the other provisions of the Debt Documents and any amount due and payable by the Debtors to the Collateral Agent which other Secured Parties under those provisions shall be decreased to the extent that the Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Clause 16. (d) The rights of the Secured Parties (other than the Security Trustee) to receive payment of amounts payable by each Debtor under the Debt Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Security Trustee to receive payment of such Parallel Debt from the applicable Credit Partyunder this Clause 16. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Second Lien Collateral granted under the Second Lien Collateral Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Second Lien Collateral Agent as trustee or agent for some or all of the Second Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document: (a) In respect of ensuring the validity each Issuer and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Guarantor irrevocably and unconditionally undertakes to pay to the Second Lien Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts equal owing by such Issuer or Guarantor to Second Priority Notes Secured Parties under or in connection with the amounts payable by it Note Documents as and when the same fall due for payment under or in connection with the Note Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to Second Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (the “Original Obligations”); (b) the Second Lien Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of its Corresponding any kind of insolvency proceedings) and the Parallel Obligations as they may exist from time to time, which undertaking shall not constitute the Second Lien Collateral Agent hereby accepts. Each and any other Second Priority Notes Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the Second Priority Notes Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above: (i) the Parallel Obligations shall be decreased to the extent the Second Lien Collateral Agent receives (and retains) and applies any payment undertaking against the discharge of its Parallel Obligations to the Second Lien Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant Second Priority Notes Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Second Lien Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) the Parallel Obligations are owed to the Second Lien Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Second Lien Collateral shall secure the Parallel Obligations so owing to the Second Lien Collateral Agent in its capacity as creditor of the Parallel Obligations; (f) each Issuer and Guarantor irrevocably and unconditionally waives any right it may have to require a Second Priority Notes Secured Party to join any proceedings as co-claimant with the Second Lien Collateral Agent in respect of any claim by the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11; (g) each Issuer and Guarantor agrees that: (i) any defect affecting a claim of the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a Credit Second Priority Notes Secured Party to against such Issuer or Guarantor under or in connection with the Second Lien Documents; and (ii) any defect affecting a claim of a Second Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the Second Lien Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable.13.11; and (bh) Each of if the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Second Lien Collateral Agent which is separate and independent fromreturns to any Issuer or Guarantor, and without prejudice towhether in any kind of insolvency proceeding or otherwise, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) recovery in respect of which it has made a payment on to a Parallel DebtSecond Priority Notes Secured Party, that Second Notes Secured Party must repay an amount equal to that recovery to the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountSecond Lien Collateral Agent.

Parallel Debt. (a) In respect Each Loan Party, by way of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlandsan independent payment obligation, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Lenders and the Issuing Bank, sums equal to and in the currency of each amount payable by such Loan Party to the Lenders and the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations. (b) The obligations of each Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Lenders or the Issuing Bank under the Obligations (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt, provided that (i) the Collateral Agent shall not demand payment with regard to the Parallel Debt of any Loan Party to the extent that such Loan Party’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party’s Parallel Debt has been paid or (in the case of guarantee obligations) discharged and (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by it in respect of its Corresponding Obligations as they may exist from time each CreditLoan Party under this Section 9.17. Any security granted under the Security Documents to time, which undertaking the Collateral Agent hereby acceptsto secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. Each payment undertaking of a Credit The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (d) Any amount due and payable by any Loan Party to the Collateral Agent in respect of a Parallel Debt under this Section 12.21(a) is hereinafter 9.17 shall be decreased to be referred to as a “Parallel Debt”. Each Parallel the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become any amount due and payable as by a Loan Party to the Lenders and when the Issuing Bank under the Corresponding Obligation Debt shall be decreased to which it corresponds becomes due and payable. (b) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of extent that such Loan Party has paid the applicable Credit Party corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which is they have against the Corresponding Debt. (e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment. (f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Agent to receive payment of such under the Parallel Debt from the applicable Credit PartyDebt. (cg) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were All monies received or recovered by the Collateral Agent in payment of the Corresponding Obligation pursuant to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution this Section 9.17, and all amounts received or recovered by the Collateral Agent under from or by the enforcement of any security interest securing the Parallel Debt, shall be applied in accordance with Section 12.21(c) 8.03; provided that, for such purpose, the Parallel Debt of each Loan Party shall be deemed to be owing to the Administrative Agent, the Collateral Agent, each Hedge Bank in respect of a payment on a Parallel DebtSecured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements and, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountLenders and Issuing Bank (as applicable).

Parallel Debt. (aA) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Stream International Europe B.V. (“Stream BV”) hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Trustee, acting on its own behalf (in Dutch: voor zich) and not as agent for any Person, amounts equal to the amounts aggregate amount payable by it (verschuldigd) in respect of its Corresponding the Principal Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each (such payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is Trustee, hereinafter to be referred to as a the “Parallel Debt”. Each ). (B) The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable (opeisbaar) as and when one or more of the Corresponding Obligation to which it corresponds Principal Obligations becomes due and payablepayable without any further notice being required. (bC) Each of the parties to this Agreement Agreement, and the Collateral Trustee on behalf of the holders of Priority Lien Debt, hereby acknowledges that: (ix) each the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Stream BV to the Collateral Agent Trustee which is transferable and separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; Principal Obligations and (iiy) each the Parallel Debt represents the Collateral AgentTrustee’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such the Parallel Debt from Stream BV, it being understood that the applicable Credit Partyamount which may become payable by Stream BV under or pursuant to the Parallel Debt from time to time shall never exceed the aggregate amount which is payable under the relevant Principal Obligations from time to time. (cD) To For the extent the Collateral Agent irrevocably receives any amount in payment avoidance of a Parallel Debt of a Credit Partydoubt, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors each of the Corresponding Obligations of that Credit Party in accordance with the terms of parties to this Agreement, as if such amount were received by and the Collateral Agent in payment Trustee on behalf of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender holders of any amount on a distribution by Priority Lien Debt, hereby confirms that the claim of the Collateral Agent under Section 12.21(c) Trustee against Stream BV in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds and the claims of any holder of Priority Lien Debt against the parties in respect of the Principal Obligations payable to such holder of Priority Lien Debt do not constitute common property (een gemeenschap) within the meaning of Article 3:166 of the Dutch Civil Code and that the provision relating to such common property shall not apply. If, however, it shall be reduced by held that such claim of the same amount.Collateral Trustee and such claims of any holder of Priority Lien Debt do constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 Dutch Civil Code. COLLATERAL TRUST AGREEMENT (E) For the avoidance of doubt, the parties hereto confirm that this Agreement, and the Collateral Trustee on behalf of the holders of Priority Lien Debt, is not to be construed as an agreement as referred to in Article 6:16 Dutch Civil Code and that Article

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Collateral Administrative Agent amounts an amount equal to and in the amounts currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in respect accordance with the terms and conditions of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby acceptssuch Principal Obligations. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will each Loan Party shall become due and payable as and when the Corresponding Obligation to which it corresponds becomes its Principal Obligations become due and payable. . An Event of Default in respect of the Principal Obligations shall constitute a default (bverzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the parties to this Agreement hereby Loan Parties acknowledges that: that (i) each the Parallel Debt of each Loan Party (a) constitutes an undertaking, obligation and liability of the applicable Credit such Loan Party to the Collateral Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; its Principal Obligations and (iib) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from such Loan Party and (ii) the applicable Credit Party. Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (ci) To the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the Collateral case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent irrevocably receives any amount in payment respect of a Parallel Debt of a Credit Party(including, the Collateral Agent but not limited to, enforcement proceeds) shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party be applied in accordance with the terms of this AgreementAgreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as if such amount were received agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Collateral Administrative Agent in payment of the Corresponding Obligation is not effective with respect to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent its rights under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the same amountSecured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to provide security pursuant to a Netherlands Security Document.

Parallel Debt. (a) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Collateral Administrative Agent amounts an amount equal to and in the amounts currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in respect accordance with the terms and conditions of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby acceptssuch Principal Obligations. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a “Parallel Debt”. Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will each Loan Party shall become due and payable as and when the Corresponding Obligation to which it corresponds becomes its Principal Obligations become due and payable. . An Event of Default in respect of the Corresponding Liabilities shall constitute a default (bverzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Liabilities without any notice being required. Each of the parties to this Agreement hereby Loan Parties acknowledges that: that (i) each the Parallel Debt of each Loan Party (a) constitutes an undertaking, obligation and liability of the applicable Credit such Loan Party to the Collateral Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; its Principal Obligations and (iib) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from such Loan Party and (ii) the applicable Credit Party. Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (ci) To the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the Collateral case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent irrevocably receives any amount in payment respect of a Parallel Debt of a Credit Party(including, the Collateral Agent but not limited to, enforcement proceeds) shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party be applied in accordance with the terms of this AgreementAgreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as if such amount were received agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Collateral Administrative Agent in payment of the Corresponding Obligation is not effective with respect to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent its rights under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the same amountSecured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to provide security pursuant to a Netherlands Security Document.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ai) In respect of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party hereby Borrower irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Administrative Agent amounts an amount equal to the amounts payable by it in respect aggregate of its Corresponding all Obligations as they may exist to all the Lenders and the Issuing Bank from time to time, which undertaking time due in accordance with the Collateral Agent hereby accepts. Each terms and conditions of this Agreement (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be obligations and liabilities which are the result thereof are referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (bii) Each of the parties to this Agreement hereby acknowledges that: that (i) each for this purpose, the Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party Borrower constitutes undertakings, obligations and liabilities of the Borrower to the Collateral Administrative Agent which is are separate and independent from, and without prejudice to, the Corresponding Obligation Obligations which the Borrower owes to which it corresponds; any Lender or Issuing Bank and (ii) each that the Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of such Parallel Debt from by the applicable Credit PartyBorrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (cA) To The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Collateral Agent Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of a such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt of a Credit Party, or the Collateral Administrative Agent shall distribute such amount among the Lenders have otherwisereceived monies in irrevocable and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in unconditional payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a such Parallel Debt, the Corresponding Obligation to which total amount due under the Parallel Debt corresponds Obligations shall be reduced by the same amountdecreased.

Parallel Debt. (a) In respect For the purpose of ensuring the validity and enforceability of establishing a valid Lien pursuant to any Security Document governed by the law of The Netherlands, Dutch or German law: (i) each Credit Foreign Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Foreign Loan Party to any Foreign Obligations Secured Party under the amounts payable by it in respect of its Corresponding Obligations Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as they each may exist be amended, varied, supplemented or extended from time to time) whether for principal, which undertaking interest, (including interest which, but for the Collateral Agent hereby accepts. Each payment undertaking filing of a Credit petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "Foreign Corresponding Debt"), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under this Section 12.21(athe Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable allowed against such Loan Party for such interest in the currency related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or currencies of the relevant Corresponding Obligation and will become due and payable otherwise, as and when those amounts are due (its "U.S. Corresponding Debt"), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the Corresponding Obligation undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to which it corresponds becomes due and payablethis paragraph (ii). (b) Each of the parties party to this Agreement hereby acknowledges that the obligations of each Loan Party under a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Loan Party is liable under a Parallel Debt be limited or affected in any way by its relevant Corresponding Debt provided that: : (i) each a Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit a Loan Party shall be decreased to the Collateral Agent which is separate and independent from, and without prejudice to, extent that its relevant Corresponding Debt has been irrevocably paid or (in the Corresponding Obligation to which it corresponds; and case of guarantee obligations) discharged; (ii) each a Corresponding Debt of a Loan Party shall be decreased to the extent its relevant Parallel Debt represents has been irrevocably paid or (in the Collateral Agent’s own separate and independent claim to receive payment case of such Parallel Debt from the applicable Credit Party.guarantee obligations) discharged; and (ciii) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, Loan Party shall at all times be equal to the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the its relevant Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsDebt. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, Borrowers and each Credit Party hereby irrevocably and unconditionally undertakes to pay Guarantor to the Collateral Agent amounts Security Agent, an amount equal to and in the amounts payable by it in respect same currency of its Corresponding Obligations as they may exist the obligations under the Loans and the Guarantees from time to timetime due by a Borrower or such Guarantor in accordance with the terms and conditions of the Loans and Guarantees, which undertaking including for the Collateral avoidance of doubt, the limitations set out under Section 11.7, shall be owing as a separate and independent obligation of the Borrowers and each Guarantor to the Security Agent hereby accepts. Each (such payment undertaking of a Credit Party to and the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of The Borrowers, each Guarantor and the parties to this Agreement hereby acknowledges that: Security Agent acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit Party Borrowers and each Guarantor to the Collateral Security Agent under this Agreement and the Security Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding obligations under the Loans and Guarantees which the Borrowers or such Guarantor has to which it corresponds; the Lenders and (ii) each that the Parallel Debt represents the Collateral Security Agent’s own separate and independent claim claims to receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Loans and Guarantees; provided, further, that the Security Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement). (c) To Every payment of monies made by the Issuers or a Guarantor to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Guarantor contained in Section 12.19(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Security Agent shall be entitled to receive the amount of such payment from the Borrowers or such Guarantor and the Borrowers or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to Section 12.19(c), but notwithstanding any of the other provisions of this Clause (d): (i) the total amount due and payable as Parallel Debt under this Section 12.19 shall be decreased to the extent that a Borrower or a Guarantor shall have paid any amounts to the Collateral Security Agent irrevocably or to the Administrative Agent on behalf of the Lenders or any of them to reduce the outstanding principal amount of the Loans or the Security Agent or the Administrative Agent on behalf of the Lenders otherwise receives any amount in payment of the Loans and the Guarantees; and (ii) to the extent that a Borrower or a Guarantor shall have paid any amounts to the Administrative Agent or to the Security Agent under the Parallel Debt of a Credit Party, or the Collateral Administrative Agent or the Security Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which total amount due and payable under the Parallel Debt corresponds Loans and the Guarantees shall be reduced by decreased as if said amounts were received directly in payment of the same amountLoans and Guarantees.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring the Credit Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay Loan Parties to the Collateral Agent amounts for the benefit of any Secured Parties and/or to the Secured Parties (or any of them), an amount equal to and in the amounts payable by it in respect of its Corresponding same currency as the Obligations as they may exist from time to timetime due by such Loan Party in accordance with the terms and conditions of the Loan Documents, which undertaking Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the Collateral Agent hereby accepts. Each payment undertaking “Secured Documents”) including for the avoidance of a Credit doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a creditor in its own right and not as representative of the other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of Loan Party and the parties to this Agreement hereby acknowledges that: Collateral Agent acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation obligations and liability liabilities of the applicable Credit each Loan Party to the Collateral Agent as creditor in its own right and not as a representative under the Secured Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding Obligations under the Secured Documents, which such Loan Party has to which it corresponds; the Secured Parties and (ii) each the Parallel Debt represents the Collateral Agent’s own separate independent rights and independent claim claims to demand and receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable total amount which may become due under the Secured Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with the Credit PartyAgreement and any other Secured Document. (c) To the extent Every payment of monies made by a Loan Party to the Collateral Agent irrevocably shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in paragraph (a) of this Section 1.01; provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 1.01, but notwithstanding any of the other provisions of this Section 1.01: (i) the total amount due and payable as Parallel Debt under this Section 1.01 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent under the Parallel Debt of a Credit Party, owed to it or the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were have otherwise received by the Collateral Agent monies in payment of the Corresponding Obligation Parallel Debt owed to which it correspondsit, the total amount due and payable under the Secured Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (de) Upon irrevocable receipt by In the event of a Lender resignation of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect or the appointment of a payment on a new Collateral Agent pursuant to the Credit Agreement, the retiring or replaced Collateral Agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountsuccessor Collateral Agent.

Parallel Debt. (a) In respect Notwithstanding any other provision in any Indenture Document to the contrary, the Corporation hereby undertakes, by way of ensuring the validity an abstract acknowledgement of debt and enforceability of any Security Document governed by the law of The Netherlandsas an independent payment obligation, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Trustee, as a creditor in its own right and not as a representative of the holders of the Debentures (the “Holders”, together with the Trustee, the “Secured Parties”), all and any amounts equal which are owed by the Corporation under or in connection with the Indenture Documents to the amounts payable by it in respect of its Corresponding Obligations as they may exist Secured Parties from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a time (“Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable , abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the Corresponding Obligation relevant Indenture Document provided that this shall not at any time result in the Corporation incurring an aggregate obligation to the Secured Parties which it corresponds becomes due and payableis greater than its obligations (excluding obligations under this Section 14.22) to the Secured Parties under the Indenture Documents. (b) Each The Trustee shall have an independent right to demand payment of the parties Parallel Debt. (c) Any amount due and payable by the Corporation to the Trustee under this Agreement hereby acknowledges that: Section 14.22 shall be decreased to the extent that the other Secured Parties have received (iand are able to retain) each Parallel Debt constitutes an undertaking, obligation and liability payment in full under the other provisions of the applicable Credit Party Indenture Documents and any amount due and payable by the Corporation to the Collateral Agent which other Secured Parties shall be decreased to the extent that the Trustee has received (and is able to retain) payment in full of the Parallel Debt. (d) The rights of the Secured Parties (other than the Trustee) to receive payment of amounts payable by the Corporation under the Indenture Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Trustee to receive payment of such Parallel Debt from the applicable Credit Partyunder this Section 14.22. (ce) To Notwithstanding the extent foregoing, any payment under the Collateral Agent irrevocably receives any amount Indenture Documents shall be made to the relevant Secured Party as set out in the respective Indenture Document, unless expressly stated otherwise in that Indenture Document or unless the relevant Secured Party directs such payment of a Parallel Debt of a Credit Party, to be made to the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it correspondsTrustee. (df) Upon irrevocable receipt by a Lender of The Trustee shall be entitled to transfer its rights and obligations under this Section 14.22 to any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debtsuccessor Trustee. The Corporation and Secured Parties hereby agree to such transfer. Further, the Corresponding Obligation consent of the Corporation or Secured Party shall not be necessary to which the Parallel Debt corresponds shall be reduced by the same amountsuch transfer.

Parallel Debt. (a) In respect Each of ensuring the validity and enforceability of any Security Document governed by the law of The Netherlands, each Credit Party Loan Parties hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts aggregate amount payable by it such Loan Party in respect of its Corresponding Obligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as time (each a “Parallel DebtDebt Obligation”). Each Parallel Debt Obligation will be payable in the currency or currencies of the relevant Corresponding Obligations. (b) Each Parallel Debt Obligation and of a Loan Party will become due and payable (opeisbaar) as and when one or more of the Corresponding Obligation to which it corresponds becomes Obligations of such Loan Party become due and payable. (bc) Each of the parties to this Agreement hereto hereby acknowledges that: : (i) each Parallel Debt Obligation constitutes an undertaking, obligation and liability of the applicable Credit relevant Loan Party to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligation to which it correspondsObligations; and and (ii) each Parallel Debt Obligation represents the Collateral Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt Obligation from the applicable Credit relevant Loan Party, (iii) it being understood, in each case, that pursuant to this Section 9.19 the amount which may become payable by a Loan Party as its Parallel Debt Obligation shall never exceed the total of the amounts which are payable under the Corresponding Obligations of such Loan Party. (cd) For the avoidance of doubt, the parties hereto confirm that in accordance with this Section 9.19, the claim of the Collateral Agent against a Loan Party in respect of a Parallel Debt Obligation and the claims of anyone or more of the Lenders against such Loan Party in respect of the Corresponding Obligations payable by such Loan Party to such Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Civil Code (“NCC”) and that the provisions relating to common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent and such claims of any one or more of the Lenders do constitute common property and the provisions relating to common property do apply, the parties agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 NCC. (e) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any amount in payment of a the Parallel Debt Obligation of a Credit Loan Party, the Collateral Agent shall distribute such that amount among the Lenders and the Agents who that are creditors of the Corresponding Obligations of that Credit Loan Party in accordance with the terms Section 9.23 of this Agreement, as if such amount were received Agreement relating to the distribution of proceeds. Upon irrevocable receipt by the Collateral Agent of any amount so received by it (a “Received Amount”), the Corresponding Obligations of that Loan Party to the relevant Lender(s) shall be reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable Obligations on the date of receipt by a that Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amountReceived Amount.

Parallel Debt. (a) In respect Without prejudice to the provisions of any other Loan Document and for the purpose of ensuring and preserving the validity and enforceability continuity of any Security Document governed the security rights granted and to be granted by the law of The NetherlandsPledgors (as defined in the Netherlands Share Pledge Agreements) under or pursuant to the Netherlands Share Pledge Agreements, each Credit Party hereby irrevocably Lender, on behalf of itself and unconditionally undertakes its Affiliates, and the other parties hereto acknowledge and consent to the Pledgors' undertaking to pay to the Collateral Agent Bank of America, in its own capacity, amounts (i) equal to the amounts payable due from time to time by it the Pledgors to the Lenders and their Affiliates in respect of its Corresponding Obligations as they may exist from time to time, which undertaking all moneys owed by the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party Pledgors to the Collateral Agent Lenders and their Affiliates under this Section 12.21(athe Guaranties and (ii) is hereinafter to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable at the same time as and when the Corresponding Obligation to which it corresponds becomes corresponding amounts of such moneys under the Guaranties are or shall be due and payable. payable (b) such payment undertaking and the obligations and liabilities resulting therefrom, the "Parallel Debt"). Each Lender, on behalf of itself and its Affiliates, and the other parties to this Agreement hereby acknowledges that: (i) each hereto agree that the Parallel Debt constitutes an undertaking, obligation and liability is a claim of the applicable Credit Party to the Collateral Agent Bank of America which is independent and separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment claims of such Parallel Debt from the applicable Credit Party. (c) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors their Affiliates, if applicable, in respect of the Corresponding Obligations of that Credit Party in accordance moneys owed by the Pledgors under the Guaranties, and is not a claim which is held jointly with the terms Lenders and their Affiliates provided that to the extent any amounts are paid to Bank of this Agreement, as if such amount were received by America under the Collateral Agent Parallel Debt or that Bank of America otherwise receives moneys in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which total amount due and payable in respect of the Parallel Debt corresponds moneys owed by the Pledgors under the Guaranties shall be reduced decreased as if said amounts were received directly in payment of the outstanding moneys under the Guaranties. Bank of America, acting in its own capacity, hereby agrees to transfer to such account as may be specified by the same amountAdministrative Agent, for the benefit of the Lenders and their Affiliates all proceeds that it receives in connection with any enforcement action taken under or pursuant to the Netherlands Share Pledge Agreements.

Parallel Debt. (a) In respect Without prejudice to the provisions of ensuring this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and enforceability of any Security Document governed to be granted by the law of The Netherlands, Co-Issuers and each Credit Party hereby irrevocably and unconditionally undertakes to pay Guarantor to the Collateral Agent amounts Trustee, an amount equal to and in the amounts payable by it in respect same currency of its Corresponding Obligations as they may exist the obligations under the Notes and the Guarantees from time to timetime due by the Co-Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, which undertaking including for the Collateral Agent hereby accepts. Each payment undertaking avoidance of doubt, the limitations set out under Section 10.02, shall be owing as a Credit Party separate and independent joint and several obligation of the Co-Issuers and each Guarantor to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a Trustee (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable). (b) Each of The Co-Issuers, each Guarantor and the parties to this Agreement hereby acknowledges that: Collateral Trustee acknowledge that (i) each for this purpose the Parallel Debt constitutes an undertakingundertakings, obligation joint and liability several obligations and liabilities of the applicable Credit Party Co-Issuers and each Guarantor to the Collateral Agent Trustee under this Indenture and the Security Documents which is are separate and independent from, and without prejudice to, the Corresponding Obligation corresponding obligations under the Notes and Guarantees which the Co-Issuers or such Guarantor has to which it corresponds; the Holders and (ii) each that the Parallel Debt represents the Collateral AgentTrustee’s own separate and independent claim claims as Collateral Trustee to receive payment of such the Parallel Debt; provided that the total amount which may become due under the Parallel Debt from shall never exceed the applicable Credit Partytotal amount which may become due under the Notes and Guarantees; provided, further, that the Collateral Trustee shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents. (c) To Every payment of monies made by the extent Co-Issuers or a Guarantor to the Collateral Agent irrevocably receives Trustee shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any amount provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in payment of a Parallel Debt of a Credit Party, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors satisfaction pro tanto of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received covenant by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds shall be reduced by the same amount.Co-Issuers or such Guarantor contained in

Parallel Debt. (a) In respect of ensuring Notwithstanding any other provision in any Loan Document to the validity and enforceability of any Security Document governed by the law of The Netherlandscontrary, each Credit Loan Party hereby irrevocably undertakes, by way of an abstract acknowledgement of debt and unconditionally undertakes as an independent payment obligation, to pay to the Collateral Agent Administrative Agent, as a creditor in his own right and not as a representative of other Secured Parties, all and any amounts equal which are owed by such Loan Party under or in connection with the Loan Documents to the amounts payable by it in respect of its Corresponding Obligations as they may exist Secured Parties from time to time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to the Collateral Agent under this Section 12.21(a) is hereinafter to be referred to as a time (“Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable , abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the Corresponding Obligation relevant Loan Document provided that this shall not at any time result in a Loan Party incurring an aggregate obligation to the Secured Parties which it corresponds becomes due and payableis greater than its obligations (excluding obligations under this Section 9.20 (Parallel Debt)) to the Secured Parties under the Loan Documents. (b) Each The Administrative Agent shall have an independent right to demand payment of the parties to this Agreement hereby acknowledges that: Parallel Debt. (ic) each Parallel Debt constitutes an undertaking, obligation Any amount due and liability of the applicable Credit payable by a Loan Party to the Collateral Administrative Agent which under this Section 9.20 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the Parallel Debt. (d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by the Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the Corresponding Obligation to which it corresponds; and (ii) each Parallel Debt represents rights of the Collateral Agent’s own separate and independent claim Administrative Agent to receive payment of under this Section 9.20 (Parallel Debt). WEST\277974037.8 96 (e) Notwithstanding the foregoing, any payment under the Loan Documents shall be made to the relevant Secured Party as set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such Parallel Debt from payment to be made to the applicable Credit PartyAdministrative Agent. (cf) To the extent the Collateral The Administrative Agent irrevocably receives shall be entitled to transfer his rights and obligations under this Section 9.20 (Parallel Debt) to any amount in payment of successor Administrative Agent. The a Parallel Debt of a Credit PartyLoan Parties and Secured Parties hereby agree to such transfer. Further, the Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (d) Upon irrevocable receipt by a Lender consent of any amount on a distribution by the Collateral Agent under Section 12.21(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation Loan Party or Secured Party shall not be necessary to which the Parallel Debt corresponds shall be reduced by the same amountsuch transfer.