Common use of Parallel Debt Clause in Contracts

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding Debt.

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes taking and ensuring the continuing validity of each Lien on the Collateral granted under the Security Documents governed by the laws of (or in connection with under this Guarantee 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, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor : (a) each Loan Party irrevocably and unconditionally undertakes to pay to the Administrative Collateral Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Loan Party to a Secured Party under or in connection with the 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 Parallel Debtcase 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) acts in the Collateral Agent shall have its own name and not as agent, representative or trustee independent right to claim performance of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name Obligations (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding). The proceedings) and the Parallel Debt Obligations shall not constitute the Collateral Agent and any Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of a Subsidiary Guarantor 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 (a) decreased to the extent the Collateral Agent receives (and retains) and applies any payment 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 Corresponding Debt has been 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 paid 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 Secured Party against such Loan Party under or dischargedin 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 9.24; and (h) if the Collateral Agent returns to any Loan Party, and (b) increased whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding DebtCollateral Agent.

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means taking and ensuring the continuing validity of each Lien on the Collateral granted under any amount which any Subsidiary Guarantor owes under Security Documents governed by the laws of (or in connection with under this Guarantee 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, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor : (a) each Loan Party irrevocably and unconditionally undertakes to pay to the Administrative Collateral Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Loan Party to a Secured Party under or in connection with the 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 Parallel Debtcase 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) acts in the Collateral Agent shall have its own name and not as agent, representative or trustee independent right to claim performance of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name Obligations (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding). The proceedings) and the Parallel Debt Obligations shall not constitute the Collateral Agent and any Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of a Subsidiary Guarantor 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 (a) decreased to the extent the Collateral Agent receives (and retains) and applies any payment 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 Corresponding Debt has been 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 paid 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 Secured Party against such Loan Party under or dischargedin 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 9.23; and (h) if the Collateral Agent returns to any Loan Party, and (b) increased whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding DebtCollateral Agent.

Parallel Debt. For Without prejudice to the provisions of the other Note Documents, and for the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes pursuant to the Administrative Agent under this Section 27. Each Subsidiary Dutch Deed of Pledge, the Company and each Guarantor irrevocably and unconditionally undertakes to pay pay, and acknowledges that it owes, to the Administrative Agent Collateral Trustee amounts equal to, and in the currency or currencies of, its Corresponding Debt, irrespective of whether any such debt has arisen as at the date of this Indenture or arises after the date hereof, in accordance with and under the same terms and conditions as the Corresponding Debt (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the “Parallel Debt”), which undertaking, covenant, and acknowledgment of indebtedness the Collateral Trustee hereby irrevocably and unconditionally accepts. The Parallel Debt of the Company and each Subsidiary Guarantor Guarantor: (a) shall become due and payable at the same time as its Corresponding Debt and Debt; and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 271413, the Administrative Agent Collateral Trustee: (a) is the independent and separate creditor of each Parallel Debt, ; (b) acts in its own name and not as agent, representative or trustee of the Lenders PP&E First Lien Secured Parties and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and trust; and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (zelfstandige vorderingen op naam) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary the Company and each Guarantor shall be (ai) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (bii) increased to the extent to that its Corresponding Debt has increased, and its the Corresponding Debt of a Credit Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor an Issuer shall never exceed its Corresponding Debt. If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the Dutch Deed of Pledge). All amounts received or recovered by the Collateral Trustee in connection with this Section 1413, to the extent permitted by applicable law, shall be applied in accordance with Section 1405. This Section 1413 applies for the purpose of determining the Secured Liabilities (as defined in the Dutch Deed of Pledge) secured in the Dutch Deed of Pledge. Each Holder irrevocably and unconditionally accepts and consents to the creation of the Parallel Debt and the appointment of the Collateral Trustee as the sole creditor under the Parallel Debt as outlined in this Section 1413.

Parallel Debt. (a) For the purpose of this Section 27creating effective security under Dutch law and the laws of some other jurisdictions, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other each Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal toto its Obligations as and when those amounts are due. (b) Each Loan Party and the Administrative Agent acknowledge that 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 currency corresponding obligations of that Loan Party to a Lender, the L/C Issuer, the Administrative Agent or currencies of, any other holder of 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. The Debt provided that: (i) the Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor Loan Party shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or (in the case of guaranty obligations) discharged, and ; (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Loan Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or (in the case of guaranty obligations) discharged, and ; and (yiii) increased to the extent that its Parallel Debt has increased, in each case provided that amount of the Parallel Debt of a Subsidiary Guarantor Loan Party shall never exceed at all times be equal to the amount of its Corresponding Debt. (c) For the 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 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 on trust. (d) All monies received or recovered by 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 Collateral granted to secure the Parallel Debt, shall be applied in accordance with Section 9.03.

Parallel Debt. For (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of this preserving the initial and continuing validity of the security rights granted and to be granted by the Issuers and each Guarantor to the Security Agent, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 2710.04, “Corresponding Debt” means any amount shall be owing as a separate and independent obligation of the Issuers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and are the result thereof the “Parallel Debt” means any amount which a Subsidiary ”). (b) The Issuers, each Guarantor owes and the Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Guarantor to the Administrative Security Agent under this Section 27. Each Subsidiary Guarantor irrevocably Indenture and unconditionally undertakes to pay to the Administrative Agent amounts equal to, Security Documents which are separate and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes corresponding obligations under the Notes and Guarantees which the Issuers or such Guarantor has to the Holders and (ii) that the Parallel Debt represents the Security Agent’s own claims to receive payment of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of ; provided that the Lenders and its claims in respect of each total amount which may become due under the Parallel Debt shall never exceed the total 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 security in connection with such claims shall not be held on trust and Additional Intercreditor Agreement). (c) shall have the independent and separate right to demand Every payment of each 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 in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor under this Section 11.05 shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally the Issuers or a Guarantor shall have paid or discharged, and (b) increased any amounts to the extent Security Agent or to that its Corresponding Debt has increased, 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 its Corresponding Debt shall be the Guarantees; and (xii) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally the Issuers or a Guarantor shall have paid or discharged, and (y) increased any amounts to the extent that its Parallel Debt has increased, in each case provided that Trustee or to the Security Agent under the Parallel Debt or the Trustee or the Security Agent shall have otherwise received monies in payment of a Subsidiary Guarantor the Parallel Debt, the total amount due and payable under the Notes and the Guarantees shall never exceed its Corresponding Debtbe decreased as if said amounts were received directly in payment of the Notes and Guarantees.

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. (a) Each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts an amount equal to, and to the aggregate amount due by it in respect of its Corresponding Obligations. The payment undertaking of each Borrower under this Section 8.11 is to be referred to as its “Parallel Debt.” (b) Each Parallel Debt will be payable in the currency or currencies of, its of the relevant Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall Obligations and will become due and payable at as and when and to the same time as its extent one or more of the relevant Corresponding 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 DCC with respect to the relevant Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and (b) liability to the Administrative Agent which is separate and independent and separate from, and without prejudice to, the Corresponding Obligations; and (ii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of that Parallel Debt from the relevant debtor. it being understood, in each case, that pursuant to this Section 8.11(c) the amount which may become payable by either Borrower under its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with its Corresponding Obligations. (d) To the extent the Administrative Agent irrevocably receives any amount in payment of a Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties that are creditors of the relevant Corresponding Obligations in accordance with Section 2.16(a) of this Agreement as if received by it in payment of the relevant Corresponding Obligations. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the relevant Corresponding Obligations towards the Secured Parties shall be reduced, if necessary pro rata in respect of each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by (any of) the Secured Parties as a payment of those Corresponding Obligations on the date of receipt by the Administrative Agent of the Received Amount. (e) Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the further creation of parallel debt obligations of the Loan Parties vis-à-vis the Administrative Agent as will be further described and agreed upon in the Guarantee Agreement and the Reaffirmation of the Guarantee Agreement, including that any payment received by the Administrative Agent in respect of any such parallel debt obligations will be deemed a satisfaction, if necessary pro rata in respect of each Secured Party individually, of the obligations corresponding with such parallel debt obligations. (f) For the purposes of this Section 27, 8.11 the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and on behalf of itself and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding Debtother Lender.

Parallel Debt. For Without prejudice to the provisions of the other Note Documents, and for the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes pursuant to the Administrative Agent under this Section 27. Each Subsidiary Guarantor Dutch Deed of Pledge, each Issuer irrevocably and unconditionally undertakes to pay pay, and acknowledges that it owes, to the Administrative Agent Collateral Trustee amounts equal to, and in the currency or currencies of, its Corresponding Debt, irrespective of whether any such debt has arisen as at the date of this Indenture or arises after the date hereof, in accordance with and under the same terms and conditions as the Corresponding Debt (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the “Parallel Debt”), which undertaking, covenant, and acknowledgment of indebtedness the Collateral Trustee hereby irrevocably and unconditionally accepts. The Parallel Debt of each Subsidiary Guarantor Issuer: (a) shall become due and payable at the same time as its Corresponding Debt and Debt; and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 2712.08, the Administrative Agent Collateral Trustee: (a) is the independent and separate creditor of each Parallel Debt, ; (b) acts in its own name and not as agent, representative or trustee of the Lenders PP&E First Lien Secured Parties and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and trust; and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (zelfstandige vorderingen op naam) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor an Issuer shall be (ai) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (bii) increased to the extent to that its Corresponding Debt has increased, and its the Corresponding Debt of a Credit Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor an Issuer shall never exceed its Corresponding Debt. If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the Dutch Deed of Pledge). All amounts received or recovered by the Collateral Trustee in connection with this Section 12.08, to the extent permitted by applicable law, shall be applied in accordance with Section 12.06.

Parallel Debt. For (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of this preserving the initial and continuing validity of the security rights granted and to be granted by the Borrowers and each Guarantor to the Security Agent, an amount equal to and in the same currency of the obligations under the Loans and the Guarantees from time to time due by a Borrower or such Guarantor in accordance with the terms and conditions of the Loans and Guarantees, including for the avoidance of doubt, the limitations set out under Section 2711.7, “Corresponding Debt” means any amount shall be owing as a separate and independent obligation of the Borrowers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and are the result thereof the “Parallel Debt” means any amount which a Subsidiary ”). (b) The Borrowers, each Guarantor owes and the Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Borrowers and each Guarantor to the Administrative Security Agent under this Section 27. Each Subsidiary Guarantor irrevocably Agreement and unconditionally undertakes to pay to the Administrative Agent amounts equal to, Security Documents which are separate and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, corresponding obligations under the Administrative Agent (a) is Loans and Guarantees which the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative Borrowers or trustee of such Guarantor has to the Lenders and its claims in respect of each (ii) that the Parallel Debt represents the Security Agent’s own claims to receive payment of the Parallel Debt; 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 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 security in connection with such claims shall not be held on trust and Additional Intercreditor Agreement). (c) shall have the independent and separate right to demand Every payment of each 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 in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor under this Section 12.19 shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally a Borrower or a Guarantor shall have paid or discharged, and (b) increased any amounts to the extent Security Agent or to that its Corresponding Debt has increased, 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 its Corresponding Debt shall be the Guarantees; and (xii) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally a Borrower or a Guarantor shall have paid or discharged, and (y) increased any amounts to the extent that its Parallel Debt has increased, in each case provided that Administrative Agent or to the Security Agent under the Parallel Debt or the Administrative Agent or the Security Agent shall have otherwise received monies in payment of a Subsidiary Guarantor the Parallel Debt, the total amount due and payable under the Loans and the Guarantees shall never exceed its Corresponding Debtbe decreased as if said amounts were received directly in payment of the Loans and Guarantees.

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. (a) Each Subsidiary Guarantor Obligor hereby irrevocably and unconditionally undertakes to pay to the Administrative Security Agent amounts equal toto any amounts owing from time to time by that Obligor to any Secured Party under any Finance Document as and when those amounts are due. (b) Each Obligor and the Security Agent acknowledge that the obligations of each Obligor under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the currency corresponding obligations of that Obligor to any Secured Party under any Finance Document (its "Corresponding Debt") and the amounts for which each Obligor is liable under paragraph (a) above (its "Parallel Debt") shall not be limited or currencies of, affected in any way by its Corresponding Debt. The , provided that: (i) the Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor Obligor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or (in the case of guarantee obligations) discharged, and ; (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Obligor shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or (in the case of guarantee obligations) discharged, and ; and (yiii) increased to the extent that its Parallel Debt has increased, in each case provided that amount of the Parallel Debt of a Subsidiary Guarantor an Obligor shall never exceed at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this Clause ‎‎32.13, 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. The Security granted under the Finance Documents to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. (a) Each Subsidiary Guarantor Obligor hereby irrevocably and unconditionally undertakes to pay to the Administrative Security Agent amounts equal toto any amounts owing from time to time by that Obligor to any Finance Party under any Finance Document as and when those amounts are due. (b) Each Obligor and the Security Agent acknowledge that the obligations of each Obligor under clause 38.11(a) above are several and are separate and independent from, and shall not in any way limit or affect, the currency or currencies of, corresponding obligations of that Obligor to any Finance Party under any Finance Document (its Corresponding Debt. The ) nor shall the amounts for which each Obligor is liable under clause 38.11(a) above (its Parallel Debt) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor Obligor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or (in the case of guarantee obligations) discharged, and ; (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Obligor shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or (in the case of guarantee obligations) discharged, and ; and (yiii) increased to the extent that its Parallel Debt has increased, in each case provided that amount of the Parallel Debt of a Subsidiary Guarantor an Obligor shall never exceed at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this clause 38.11, the Security Agent acts in its own name and not as a trustee or agent, and its claims in respect of the Parallel Debt shall not be held on trust. The Security granted under the Finance Documents to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust nor shall it be held by the Security Agent as agent.

Parallel Debt. For Without prejudice to the provisions of the other Note Documents, and for the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes pursuant to the Administrative Agent under this Section 27. Each Subsidiary Guarantor Dutch Deed of Pledge, each Issuer irrevocably and unconditionally undertakes to pay pay, and acknowledges that it owes, to the Administrative Agent Collateral Trustee amounts equal to, and in the currency or currencies of, its Corresponding Debt, irrespective of whether any such debt has arisen as at the date of this Indenture or arises after the date hereof, in accordance with and under the same terms and conditions as the Corresponding Debt (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the “Parallel Debt”), which undertaking, covenant, and acknowledgment of indebtedness the Collateral Trustee hereby irrevocably and unconditionally accepts. The Parallel Debt of each Subsidiary Guarantor Issuer: (a) shall become due and payable at the same time as its Corresponding Debt and Debt; and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 2712.08, the Administrative Agent Collateral Trustee: (a) is the independent and separate creditor of each Parallel Debt, ; (b) acts in its own name and not as agent, representative or trustee of the Lenders PP&E First Lien Secured Parties and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and trust; and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (zelfstandige vorderingen op naam) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor an Issuer shall be (ai) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (bii) increased to the extent to that its Corresponding Debt has increased, and its the Corresponding Debt of a Credit Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor an Issuer shall never exceed its Corresponding Debt. If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the Dutch Deed of Pledge). All amounts received or recovered by the Collateral Trustee in connection with this Section 12.08, to the extent permitted by applicable law, shall be applied in accordance with Section 12.06. This Section 12.08 applies for the purpose of determining the Secured Liabilities (as defined in the Dutch Deed of Pledge) secured in the Dutch Deed of Pledge. Each Holder irrevocably and unconditionally accepts and consents to the creation of the Parallel Debt and the appointment of the Collateral Trustee as the sole creditor under the Parallel Debt as outlined in this Section 12.08.

Parallel Debt. For (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of this preserving the initial and continuing validity of the security rights granted and to be granted by the Issuers and each Guarantor to the Security Agent, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 2710.04, “Corresponding Debt” means any amount shall be owing as a separate and independent obligation of the Issuers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and are the result thereof the “Parallel Debt” means any amount which a Subsidiary ”). (b) The Issuers, each Guarantor owes and the Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Guarantor to the Administrative Security Agent under this Section 27. Each Subsidiary Guarantor irrevocably Indenture and unconditionally undertakes to pay to the Administrative Agent amounts equal to, Security Documents which are separate and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, corresponding obligations under the Administrative Agent (a) is Notes and Guarantees which the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative Issuers or trustee of such Guarantor has to the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust Holders and (cii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt represents the Security Agent’s ​ own claims to receive payment of a Subsidiary Guarantor the Parallel Debt; 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 Guarantees; provided, further, that the Security Agent shall exercise its Corresponding Debtrights 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) 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):

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. (a) Each Subsidiary Guarantor Obligor hereby irrevocably and unconditionally undertakes to pay to the Administrative Security Agent amounts equal toto any amounts owing from time to time by that Obligor to any Secured Party under any Finance Document as and when those amounts are due. (b) Each Obligor and the Security Agent acknowledge that the obligations of each Obligor under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the currency corresponding obligations of that Obligor to any Secured Party under any Finance Document (its “Corresponding Debt”) nor shall the amounts for which each Obligor is liable under paragraph (a) above (its “Parallel Debt”) be limited or currencies of, affected in any way by its Corresponding Debt. The Debt provided that: (i) the Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor Obligor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or (in the case of guarantee obligations) discharged, and ; (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Obligor shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or (in the case of guarantee obligations) discharged, and ; and (yiii) increased to the extent that its Parallel Debt has increased, in each case provided that amount of the Parallel Debt of a Subsidiary Guarantor an Obligor shall never exceed at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this Clause 31.11, the Security Agent acts in its own name pursuant to an independent and separate right and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Security granted under the Finance Documents to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as an independent and separate creditor of the Parallel Debt and shall not be held on trust.

Parallel Debt. For (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of this preserving the initial and continuing validity of the security rights granted and to be granted by the Issuers and each Guarantor to the Security Agent, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 2710.04, “Corresponding Debt” means any amount shall be owing as a separate and independent obligation of the Issuers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and are the result thereof the “Parallel Debt” means any amount which a Subsidiary ”). (b) The Issuers, each Guarantor owes and the Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Guarantor to the Administrative Security Agent under this Section 27. Each Subsidiary Guarantor irrevocably Indenture and unconditionally undertakes to pay to the Administrative Agent amounts equal to, Security Documents which are separate and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, corresponding obligations under the Administrative Agent (a) is Notes and Guarantees which the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative Issuers or trustee of such Guarantor has to the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust Holders and (cii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt represents the Security Agent’s own claims to receive payment of a Subsidiary Guarantor the Parallel Debt; 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 Guarantees; provided, further, that the Security Agent shall exercise its Corresponding Debtrights 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) 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):

Parallel Debt. For the purpose purposes of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, Luxembourg and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Netherlands law Collateral Documents only: (i) The Borrower Agent under this Section 27. Each Subsidiary Guarantor irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Administrative Agent amounts an amount equal toto the aggregate of all Obligations to all the Lenders and all the Issuing Banks from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due the Borrowers constitutes undertakings, obligations and payable at liabilities of the same time as its Corresponding Debt Borrowers to the Administrative Agent which are separate and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, Obligations which the Borrower Agent owes to any Lender or any Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Borrower Agent; provided that the total amount which may become due under the Parallel Debt of the Borrower Agent under this clause (al) is shall never exceed the independent and separate creditor total amount which may become due under all the Obligations of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Borrowers to all the Lenders and its claims in respect of each the Issuing Bank. (A) The total amount due by any Borrower as the Parallel Debt and any security in connection with such claims shall not be held on trust and under this clause (cl) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been the Borrower Agent shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Banks or discharged, any of them to reduce the Borrower Agent’s outstanding Obligations or any Lender or any Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (bB) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been the Borrower Agent shall have irrevocably and unconditionally paid or discharged, and (y) increased any amounts to the extent that its Parallel Debt has increased, in each case provided that Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of a Subsidiary Guarantor such Parallel Debt, the total amount due under the Obligations shall never exceed its Corresponding Debtbe decreased.

Parallel Debt. For To grant the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes security for the Obligations governed by Dutch law to the Administrative Agent under this Section 27. Each Subsidiary Guarantor Agent, the Borrower irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Administrative Agent amounts equal toto any amounts owing from time to time by the Borrower to any Bank under any Loan Document as and when those amounts are due. (a) The Borrower and the Administrative Agent and the Banks acknowledge that the obligations of the Borrower under this Section 9.22 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the currency corresponding obligations of the Borrower to any Bank under any Loan Document (the “Corresponding Debt”) nor shall the amounts for which the Borrower is liable under this Section 9.22 (the “Parallel Debt”) be limited or currencies of, affected in any way by its Corresponding Debt. The Debt provided that: (A) the Parallel Debt of each Subsidiary Guarantor (a) the Borrower shall become due and payable at be decreased to the same time as its extent that the Corresponding Debt and has been irrevocably paid or (in the case of guaranty obligations) discharged; (B) the Corresponding Debt of the Borrower shall be decreased to the extent that the Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; and (C) the amount of the Parallel Debt of the Borrower shall at all times be equal to the amount of the Corresponding Debt. (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes purpose of this Section 279.22, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and on behalf of itself and not as agent, representative or trustee of the Lenders any Bank, and its claims in respect of each the Parallel Debt and any security in connection with such claims shall not be held on trust and in trust. (c) shall have The Liens granted under the independent and separate right BV Security Agreement to demand the Administrative Agent to secure the Parallel Debt are granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (d) Every payment of each monies made by the Borrower to the Administrative 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 Borrower contained in this Section 9.22, 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, insolvency, liquidation or similar laws of general application, the Administrative Agent shall be entitled to receive a corresponding amount as Parallel Debt in its own name (includingunder this Section 9.22 from the Borrower, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The the Borrower shall remain liable to satisfy such Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or dischargedDebt, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding such Parallel Debt shall be deemed not to have been discharged. (xe) decreased All monies received or recovered by the Administrative Agent pursuant to this Section 9.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any Lien granted to secure the Parallel Debt, shall be applied in accordance with Section 6.4 (Distribution of Proceeds after Default). (f) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 9.22 or under any other provision of the Loan Documents), the Borrower acknowledges that: (A) nothing in this Section 9.22 shall impose any obligation on the Administrative Agent to advance any sum to the extent that Borrower or otherwise under any Loan Document, except in its Parallel Debt capacity as Bank; and (B) 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 than those which it has been irrevocably and unconditionally paid or discharged, and in its capacity as a Bank. (yg) increased to For the extent that its Parallel Debt has increased, in each case provided that avoidance of doubt: (A) the Parallel Debt will become due and payable (opeisbaar) at the same time the Corresponding Debt becomes due and payable; (B) the Borrower may not repay or prepay the Parallel Debt unless directed to do so when the Corresponding Debt is accelerated by the Administrative Agent or otherwise becomes due or the Lien pursuant to a Security Agreement is enforced by the Administrative Agent; and (C) in the event that the Borrower is in default in respect of a Subsidiary Guarantor shall never exceed its obligations under the Corresponding Debt as set forth in this Agreement, the Borrower shall, at the same time, be deemed in default in respect of its obligations under the Parallel Debt.

Parallel Debt. For (Covenant to pay the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Security Agent) (a) Each Subsidiary Guarantor Obligor irrevocably and unconditionally undertakes to pay to the Administrative Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt. . (b) The Parallel Debt of each Subsidiary Guarantor an Obligor: (ai) shall become due and payable at the same time as its Corresponding Debt and Debt; (bii) is independent and separate from, and without prejudice to, its Corresponding Debt. . (c) For the purposes of this Section 27Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent))), the Administrative Agent Security Agent: (ai) is the independent and separate creditor of each Parallel Debt, ; (bii) acts in its own name and not as agent, representative or trustee of the Lenders Finance Parties and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and trust; and (ciii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). . (d) The Parallel Debt of a Subsidiary Guarantor an Obligor shall be be: (ai) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and ; and (bii) increased to the extent to that its Corresponding Debt has increased, and its the Corresponding Debt of an Obligor shall be be: (xA) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and ; and (yB) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor an Obligor shall never exceed its Corresponding Debt. (e) All amounts received or recovered by the Security Agent in connection with this Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 37.5 (Application of receipts; partial payments). (f) This Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.

Parallel Debt. For (a) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of this preserving the initial and continuing validity of the security rights granted and to be granted by the Issuers and each Guarantor to the Security Agent, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 2710.04, “Corresponding Debt” means any amount shall be owing as a separate and independent obligation of the Issuers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and are the result thereof the “Parallel Debt” means any amount which a Subsidiary ”). (b) The Issuers, each Guarantor owes and the Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuers and each Guarantor to the Administrative Security Agent under this Section 27. Each Subsidiary Guarantor irrevocably Indenture and unconditionally undertakes to pay to the Administrative Agent amounts equal to, Security Documents which are separate and in the currency or currencies of, its Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, the corresponding obligations under the Notes and Guarantees which the Issuers or such Guarantor has to the Holders and (ii) that the Parallel Debt represents the Security Agent’s own claims to receive payment of the Parallel Debt; 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 Guarantees; provided, further, that the Security Agent shall exercise its Corresponding Debt. For rights with respect to the purposes Parallel Debt solely in accordance with this Indenture and the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement). (c) 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 paragraph (c) of this Section 2711.05, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee but notwithstanding any of the Lenders other provisions of this paragraph (d): (i) the total amount due and its claims in respect of each payable as Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor under this Section 11.05 shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally the Issuers or a Guarantor shall have paid or discharged, and (b) increased any amounts to the extent Security Agent or to that its Corresponding Debt has increased, 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 its Corresponding Debt shall be the Guarantees; and (xii) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally the Issuers or a Guarantor shall have paid or discharged, and (y) increased any amounts to the extent that its Parallel Debt has increased, in each case provided that Trustee or to the Security Agent under the Parallel Debt or the Trustee or the Security Agent shall have otherwise received monies in payment of a Subsidiary Guarantor the Parallel Debt, the total amount due and payable under the Notes and the Guarantees shall never exceed its Corresponding Debtbe decreased as if said amounts were received directly in payment of the Notes and Guarantees.

Parallel Debt. For the purpose (a) Notwithstanding any other provision of this Section 27Deed, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor each Debtor hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent Security Trustee amounts equal toto any amounts owing from time to time by such Debtor to any Secured Party under or in connection with the Bond Documents, including claims based on unjust enrichment or tort, as when those amounts are due (“Parallel Debt”). Each Debtor acknowledges that the Parallel Debt is several and separate and independent from the corresponding obligations of the Debtors to any Secured Party under or in connection with the currency Bond Documents (“Corresponding Debt”), nor shall the amounts for which any Debtor is liable according to the Parallel Debt be limited or currencies of, affected in any way by its Corresponding Debt. The ; provided that: (i) the Parallel Debt of each Subsidiary Guarantor (a) shall become due and payable at the same time as its Corresponding Debt and (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor Debtor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and ; (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Debtor shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and ; and (yiii) increased to the extent that its Parallel Debt has increased, in each case provided that amount of the Parallel Debt of a Subsidiary Guarantor each Debtor shall never exceed at all times be equal to the amount of its Corresponding Debt. (b) For the purpose of this Clause 14.3, the Security Trustee acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held in trust. The Security granted under the Security Documents to the Security Trustee to secure the Parallel Debt is granted to the Security Trustee in its capacity as creditor of the Parallel Debt and shall not be held on trust. (c) All monies received or recovered by the Security Trustee pursuant to this Clause 14.3 and all monies received or recovered from or by the enforcement of any Security granted to secure the Parallel Debt, shall be applied in accordance with these Clause 13 (Application of Proceeds).

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. (a) Each Subsidiary Guarantor Borrower irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt. . (b) The Parallel Debt of each Subsidiary Guarantor Borrower (ai) shall become due and payable at the same time as its Corresponding Debt and (bii) is independent and separate from, and without prejudice to, its Corresponding Debt. . (c) For the purposes of this Section 279.25, the Administrative Agent (ai) is the independent and separate creditor of each Parallel Debt, (bii) acts in its own name and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (ciii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). . (d) The Parallel Debt of a Subsidiary Guarantor Borrower shall be (ai) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, discharged and (bii) increased to the extent to that its Corresponding Debt has increased, and its the Corresponding Debt of a Borrower shall be (xA) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, discharged and (yB) increased to the extent that its Parallel Debt has increased; provided that, in each case provided that case, the Parallel Debt of a Subsidiary Guarantor Borrower shall never exceed its Corresponding Debt. (e) All amounts received or recovered by the Administrative Agent in connection with this Section 9.25, to the extent permitted by applicable law, shall be applied in accordance with Section 7.2. (f) This Section 9.25 applies for the purpose of determining the secured obligations in any Security Document governed by Dutch law.

Parallel Debt. For (a) Each Guarantor agrees, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis), that in respect of any Corresponding Debt (defined below) it will owe the purpose of this Section 27, “Corresponding Debt” means any same amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes full to the Administrative Agent under this Section 27. Each Subsidiary Guarantor irrevocably and unconditionally undertakes to pay to that, accordingly, the Administrative Agent will have its own independent right to request payment of amounts equal to, and in the currency or currencies of, its the respective Corresponding Debt. The Parallel Debt (defined below) of each Subsidiary Guarantor (ai) shall become due and payable at the same time as its Corresponding Debt Debt, and (bii) is independent and separate from, and without prejudice to, its Corresponding Debt. . (b) The Parallel Debt of a Guarantor shall be (i) decreased to the extent that is Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of a Guarantor shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Guarantor shall never exceed its Corresponding Debt. (c) All amounts received or recovered by the Administrative Agent in connection with this Section 4.15 to the extent permitted by applicable law, shall, prior to the occurrence of an Event of Default, be applied to the Obligations in such order as Administrative Agent may determine, and after and during the continuance of an Event of Default, be applied in accordance with Section 9.2 of the Credit Agreement. (d) For the purposes of this Section 274.15, (i) “Parallel Debt” shall mean any amount which a Guarantor owes to the Administrative Agent under this Section 4.15, (ii) “Corresponding Debt” means any amount which a Guarantor owes to a Lender under or in connection with any Loan Document, and (iii) the Administrative Agent (ax) is the independent and separate creditor of each Parallel Debt, (by) acts in its own name and not as agentAdministrative Agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust trust, and (cz) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding Debt.