Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate amount due from time to time by that Loan Party in respect of its Corresponding Obligations. The payment undertaking of each Loan Party under this Section 10.12 is to be referred to as its “Parallel Debt”. (b) The Parallel Debt of each Loan Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each of the Loan Parties and the Agent hereby acknowledge that: (i) the Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan Party; and (ii) the Parallel Debt of a Loan Party represents the Agent’s own separate and independent claim to receive payment of that Parallel Debt from that Loan party, (iii) it being understood, in each case, that the amount which may become payable by that Loan Party as its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan Party. (d) The Agent hereby confirms and accepts that to the extent the Agent irrevocably receives any amount in payment of the Parallel Debt of a Loan Party, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party 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 by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amount. (e) For the purpose of this Section 10.12 the Agent acts in its own name and on behalf of itself and not as agent or representative of any Guaranteed and Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Each US Loan Party hereby irrevocably and unconditionally undertakes to pay to the Agent an amount Agent, acting on its own behalf (voor zich) and not as agent for any Person, amounts equal to the aggregate amount due from time to time by that Loan Party payable (verschuldigd) in respect of its Corresponding Obligations. The Obligations (such payment undertaking of undertakings by each US Loan Party under this Section 10.12 is to be Agent, hereinafter referred to as its the “Parallel Debt”Debt “). (b) The Parallel Debt of each Loan Party will be become due and payable (opeisbaar) in the currency or currencies of the Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the Corresponding Obligations become becomes due and payable. An Event of Default in respect of the relevant Corresponding Obligations 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 further notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: : (i) the Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability of each Loan Party to the Agent which is transferable and separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan Party; and and (ii) the Parallel Debt of a Loan Party represents the Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of that the Parallel Debt from that each Loan party, (iii) Party, it being understood, in each case, that the amount which may become payable by that each Loan Party as its under or pursuant to the Parallel Debt from time to time shall never exceed the total of the amounts aggregate amount which are is payable under or in connection with the relevant Corresponding Obligations of such Loan Partyfrom time to time. (d) The For the purpose of this Section 15.20 the Agent hereby confirms acts in its own name and accepts that to on behalf of itself (albeit for the benefit of the Lender Group and the Bank Product Providers) and not as agent, representative or trustee of any of the Lender Group or the Bank Product Providers, and its claims against the US Loan Parties under this Section 15.20 shall not be held on trust. (e) To the extent the Agent irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt of a Loan Party, (the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party shall be reduced by amounts totaling an aggregate amount (a the “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on Obligations. For the date avoidance of receipt by doubt, to the extent Agent irrevocably (onaantastbaar) receives any amount in payment of the Received AmountCorresponding Obligations, the Parallel Debt shall be reduced accordingly as if such payment was received as a payment of the Parallel Debt. (e) For the purpose of this Section 10.12 the Agent acts in its own name and on behalf of itself and not as agent or representative of any Guaranteed and Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Bank of America, N.A. in its capacity as Administrative Agent an amount amounts equal to the aggregate amount amounts due in respect of such Loan Party's Corresponding Obligations as they may exist from time to time by that Loan Party in respect of its Corresponding Obligationstime. The payment undertaking undertakings of each Loan Party under this Section 10.12 is 10.25 are each to be referred to as its “a "Parallel Debt”". (b) The Each Parallel Debt of each Loan Party will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the relevant payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debt Debts without any notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that the relevant Loan Party; and (ii) the each Parallel Debt of a Loan Party represents the Administrative Agent’s own separate and independent claim to receive payment of that each Parallel Debt from that the relevant Loan partyParty, (iii) it being understood, in each case, that the amount amounts which may become be payable by that each Loan Party as its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan Partyat that time. (d) The Agent hereby confirms and accepts that to the extent the Agent irrevocably receives any An amount in payment of the Parallel Debt of a Loan Party, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt paid by the Agent of any amount in payment of the Parallel Debt of a Loan Party (to the Administrative Agent in respect of a “Received Amount”), Parallel Debt will discharge the liability of the Loan Party under the Corresponding Obligations of that Loan Party shall be reduced by amounts totaling in an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amountamount. (e) For the purpose of this Section 10.12 10.25, the Administrative Agent acts in its own name and on behalf for the benefit of itself and the Secured Parties, but not as agent or representative of the Secured Parties. (f) For purposes of any Guaranteed Lien governed by Dutch law, any resignation by, or removal of, the Administrative Agent is not effective with respect to its rights under the Parallel Debts until all rights and Secured Partyobligations under the Parallel Debts have been assigned and assumed to a successor administrative agent. (g) The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor administrative agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor administrative agent. All other parties to this Agreement hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfer of all rights and obligations by the Administrative Agent to a successor administrative agent.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents Each Loan Party which provides security governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Loan Party law hereby irrevocably and unconditionally undertakes to pay to the Agent an amount amounts equal to the aggregate amount amounts due in respect of the Corresponding Obligations as they may exist from time to time by that Loan Party in respect of its Corresponding Obligationstime. The payment undertaking undertakings of each Loan Party under this Section 10.12 is 9.3 are each to be referred to as its “a "Parallel Debt”. (b) The ". Each Parallel Debt of each Loan Party will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the relevant payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code DCC with respect to the payment of the Parallel Debt Debts without any notice being required. (c) . Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: : (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that the relevant Loan Party; and Party and (ii) the each Parallel Debt of a Loan Party represents the Agent’s 's own separate and independent claim to receive payment of that the Parallel Debt from that the relevant Loan party, (iii) Party, it being understood, in each case, that the amount amounts which may become be payable by that each Loan Party as under its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that time. For the purpose of such Loan Party. (d) The this Section 9.3, the Agent hereby confirms acts as Agent under this Agreement and accepts that to for the benefit of the Secured Parties, but not as representative of or trustee for the Secured Parties. To the extent the Agent irrevocably receives or recovers any amount in payment of the a Parallel Debt of a Loan Party, the Agent shall distribute such amount among the Secured Parties who are creditors of the Corresponding Obligation to which that amount Parallel Debt corresponds in accordance with Section 9.03 the terms of this Agreement. The Parties agree and confirm that upon irrevocable receipt , as if such amount were received or recovered by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the that Corresponding Obligations of that Loan Party 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 by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received AmountObligation. (e) For the purpose of this Section 10.12 the Agent acts in its own name and on behalf of itself and not as agent or representative of any Guaranteed and Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge Each Loan Party which agrees to provide security expressed to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Loan Party law (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount amounts due from time to time by that Loan Dutch Collateral Party in respect of its Corresponding ObligationsObligations as they may exist from time to time. The payment undertaking of each Loan Dutch Collateral Party under this Section 10.12 is Article 8 (Parallel Debt) are each to be referred to as its a “Parallel Debt”. (b) The Parallel Debt Debts of each Loan Dutch Collateral Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan the relevant Dutch Collateral Party; and (ii) the each Parallel Debt of a Loan Party represents the Administrative Agent’s 's own separate and independent claim to receive payment of that the Parallel Debt from that Loan party, (iii) the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this clause (c), the amount which may become payable by that Loan each Dutch Collateral Party as its a Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan Partyat that time. (d) The Agent hereby confirms and accepts that to the extent the Agent irrevocably receives any amount in payment of the Parallel Debt of a Loan Party, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party 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 by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amount. (e) For the purpose of this Section 10.12 Article 8 the Administrative Agent acts in its own name and on behalf of itself and not as agent agent, trustee or representative of any Guaranteed and other Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Bank of America, N.A. in its capacity as Administrative Agent an amount amounts equal to the aggregate amount amounts due in respect of such Loan Party's Corresponding Obligations as they may exist from time to time by that Loan Party in respect of its Corresponding Obligationstime. The payment undertaking undertakings of each Loan Party under this Section 10.12 is 10.25 are each to be referred to as its “a "Parallel Debt”". (b) The Each Parallel Debt of each Loan Party will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the relevant payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debt Debts without any notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that the relevant Loan Party; and (ii) the each Parallel Debt of a Loan Party represents the Administrative Agent’s own separate and independent claim to receive payment of that each Parallel Debt from that the relevant Loan partyParty, (iii) it being understood, in each case, that the amount amounts which may become be payable by that each Loan Party as its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan Partyat that time. (d) The Agent hereby confirms and accepts that to the extent the Agent irrevocably receives any An amount in payment of the Parallel Debt of a Loan Party, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt paid by the Agent of any amount in payment of the Parallel Debt of a Loan Party (to the Administrative Agent in respect of a “Received Amount”), Parallel Debt will discharge the liability of the Loan Party under the Corresponding Obligations of that Loan Party shall be reduced by amounts totaling in an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amountamount. (e) For the purpose of this Section 10.12 10.25, the Administrative Agent acts in its own name and on behalf for the benefit of itself and the Secured Parties, but not as agent or representative of the Secured Parties. (f) For purposes of any Guaranteed Lien governed by Dutch law, any resignation by, or removal of, the Administrative Agent is not effective with respect to its rights under the Parallel Debts until all rights and Secured Partyobligations under the Parallel Debts have been assigned and assumed to a successor administrative agent. (g) The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor administrative agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor administrative agent. All other parties to this Agreement hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfer of all rights and obligations by the Administrative Agent to a successor administrative agent. 149 150

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge Each Loan Party which agrees to provide security expressed to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Loan Party law (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount amounts due from time to time by that Loan Dutch Collateral Party in respect of its Corresponding ObligationsObligations as they may exist from time to time. The payment undertaking of each Loan Dutch Collateral Party under this Section 10.12 is Article 8 (Parallel Debt) are each to be referred to as its a “Parallel Debt”. (b) The Parallel Debt Debts of each Loan Dutch Collateral Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan the relevant Dutch Collateral Party; and (ii) the each Parallel Debt of a Loan Party represents the Administrative Agent’s own separate and independent claim to receive payment of that the Parallel Debt from that Loan party, (iii) the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this clause (c), the amount which may become payable by that Loan each Dutch Collateral Party as its a Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan Partyat that time. (d) The Agent hereby confirms and accepts that to the extent the Agent irrevocably receives any amount in payment of the Parallel Debt of a Loan Party, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party 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 by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amount. (e) For the purpose of this Section 10.12 Article 8 the Administrative Agent acts in its own name and on behalf of itself and not as agent agent, trustee or representative of any Guaranteed and other Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch lawHoldings, and without in any way increasing the obligations of the Loan Parties under this Agreement, each other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount due from time to time by that Loan Dutch Collateral Party in respect of its the Corresponding ObligationsObligations as they may exist from time to time. The They payment undertaking of each Loan Party of the Dutch Collateral Parties under this Section 10.12 9.12 (Parallel Debt) is to be referred to as its “Parallel Debt”. (b) The Parallel Debt of each Loan Party of the Dutch Collateral Parties will be payable in the currency or currencies of the its Corresponding Obligations and will become due and payable immediately as and when and to the extent one (1) or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan Partythe relevant pledgor; and (ii) the each Parallel Debt of a Loan Party represents the Administrative Agent’s 's own separate and independent claim to receive payment of that the Parallel Debt from that Loan partythe relevant Dutch Collateral Party, (iii) it being understood, in each case, that pursuant to this Section 9.12(c) the amount which may become payable by that Loan Party each of the Dutch Collateral Parties as its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations of such Loan PartyObligations. (d) The Administrative Agent hereby ▇▇▇▇▇▇ confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in payment of the a Parallel Debt of a Loan PartyDebt, the Administrative Agent shall distribute that amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 9.03 of this Agreement8.03. The Parties agree and confirm that upon Upon irrevocable receipt by the Administrative Agent of any amount in payment of the a Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party shall be reduced reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an 149 amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Guaranteed Administrative Agent and Secured Parties the Lenders as a payment of the Corresponding Obligations owed by that Loan the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.12 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as agent agent, trustee or representative of any Guaranteed and Secured Partyother Lender.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Each Loan Party hereby irrevocably and unconditionally undertakes to pay (each such payment undertaking by a Loan Party, a “Parallel Debt”) to the Collateral Agent an amount amounts equal to the aggregate amount amounts due from time to time by that Loan Party in respect of its Corresponding Obligations. The payment undertaking of each Loan Party under this Section 10.12 is Obligations as they may exist from time to be referred to as its “Parallel Debt”time. (b) The Parallel Debt of each Loan Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable immediately as and when and to the extent one or more of its the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: (i) the each Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that the relevant Loan Party; and (ii) the each Parallel Debt of a Loan Party represents the Collateral Agent’s 's own separate and independent claim to receive payment of that the Parallel Debt from that the relevant Loan party, (iii) Party, it being understood, in each case, that pursuant to this paragraph (c), the amount which may become payable by that each Loan Party as its by way of Parallel Debt Debts shall never not exceed at any time the total of the amounts which are payable under or in connection with the Corresponding Obligations of that Loan Party at such Loan Partytime. (d) The Agent hereby confirms and accepts that An amount paid by a Loan Party to the extent the Collateral Agent irrevocably receives any amount in payment respect of the Parallel Debt of a Loan Party, will discharge the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment liability of the Parallel Debt of a Loan Party (a “Received Amount”), Parties under the Corresponding Obligations of that Loan Party shall be reduced by amounts totaling in an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amountamount. (e) For the purpose of this Section 10.12 10.19, the Collateral Agent acts in its own name and on behalf of for itself and not as agent agent, trustee or representative of any Guaranteed and other Secured Party. (f) For purposes of any pledge governed by the laws of the Netherlands or Germany, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Administrative Agent. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor agent and will reasonably cooperate in transferring all rights and obligations under any security document governed by Dutch law or German law to such successor administrative agent. All other parties to this Agreement, hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfer of all rights and obligations by the Collateral Agent to a successor Collateral Agent.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge to be created pursuant to Security Documents governed by Dutch law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each 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 Administrative Agent an amount equal to the aggregate amount due from time payable by it to time by that Loan any Secured Party under any Finance Document (the “Principal Obligations”) in respect accordance with the terms and conditions of its Corresponding such Principal Obligations. The payment undertaking of each Loan Party under this Section 10.12 is to be referred to as its “Parallel Debt”. (b) The Parallel Debt of each Loan Party will be payable in the currency or currencies of the Corresponding Obligations and will shall become due and payable immediately as and when and to the extent one or more of its Corresponding Principal Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any notice being required. (cb) Each of the Loan Parties and the Agent hereby acknowledge parties hereto acknowledges that: (i) the Parallel Debt of a each Loan Party constitutes an undertaking, obligation and liability of such Loan Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and represents the Corresponding Obligations Administrative Agent’s own claim to receive payment of that such Parallel Debt from such Loan Party; and (ii) any security created under or pursuant to 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 the Administrative Agent will hold such security in its own capacity and not as agent or trustee for the other Secured Parties. This provision prevails over any provision in any Finance Document that may otherwise result in the Administrative Agent holding the security in trust with regard to Dutch law governed security. (c) Each of the parties hereto agrees that: (i) the Parallel Debt of a each Loan Party represents shall be decreased if and to the Agent’s own separate extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged; (ii) the Principal Obligations of each Loan Party shall be decreased if and independent claim to receive payment of the extent that its Parallel Debt from that Loan party,has been paid or in the case of guarantee obligations discharged; and (iii) it being understood, in each case, that the amount which may become payable by that under the Parallel Debt of each Loan Party as its Parallel Debt shall never at no time exceed the total of the amounts which are amount payable under or in connection with the Corresponding Obligations of such Loan Partyits Principal Obligations. (d) Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. The Agent hereby confirms and accepts that rights of the Secured Parties (other than the Administrative Agent) to the extent the Agent irrevocably receives any amount in receive payment of the Parallel Debt Principal Obligations of a each Loan PartyParty are several and separate and independent from, and without prejudice to, the Agent shall distribute that amount in accordance with Section 9.03 of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment rights of the Administrative Agent to receive payment under the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party 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 by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received AmountDebt. (e) For the purpose of this Section 10.12 the Agent acts in its own name and on behalf of itself and not as agent or representative of any Guaranteed and Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights any right of pledge to be created pursuant to Security Documents governed by Dutch Netherlands law, and without in any way increasing the obligations of the Loan Parties under this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to the aggregate amount due by it in respect of the Corresponding Obligations as they may exist from time to time by that Loan Party in respect of its Corresponding Obligationstime. The payment undertaking of each Loan Party under this Section 10.12 8.02 (a) is to be referred to as its “Parallel Debt.”. (b) The Parallel Debt of each Loan Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable immediately (opeisbaar) as and when and to the extent one or more of its the Corresponding Obligations become due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code NCC with respect to the Parallel Debt without any notice being required., (c) Each of the Loan Parties and the Agent Party hereto hereby acknowledge acknowledges that: (i) the Parallel Debt of a Loan Party constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of that Loan PartyObligations; and (ii) the Parallel Debt of a Loan Party represents the Collateral Agent’s own separate and independent claim to receive payment of that the Parallel Debt from that each Loan party, (iii) Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the amount which may become payable by that a Loan Party as its the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan PartyObligations. (d) The Agent 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 the Parallel Debt of a Loan PartyDebt, the Collateral Agent shall distribute that amount among the Collateral Agent and the Secured Parties that are creditors of the Corresponding Obligations in accordance with Section 9.03 the relevant provision of this Agreementthe Loan Documents. The Parties agree Collateral Agent hereby agrees and confirm confirms that upon irrevocable receipt by the Collateral Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan Party towards the Collateral Agent and the Secured Parties shall be reduced 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 the Deductible Amount were received by the Guaranteed Collateral Agent and the Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Collateral Agent of the Received Amount. (e) For the purpose of this Section 10.12 8.02, other than the second sentence of paragraph (d) of this Section 8.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent agent, representative or representative trustee of any Guaranteed and other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the total amount payable by any Loan Party to the Collateral Agent, the Administrative 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) For the purpose In respect of ensuring the validity and enforceability of the rights of pledge to be created pursuant to any Security Documents Document governed by Dutch law, and without in any way increasing the obligations law of the Loan Parties under this AgreementThe Netherlands, each Loan Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount amounts equal to the aggregate amount due from time to time amounts payable by that Loan Party it in respect of its Corresponding ObligationsObligations as they may exist from time to time, which undertaking the Collateral Agent hereby accepts. The Each payment undertaking of each Loan a Credit Party to the Collateral Agent under this Section 10.12 12.24(a) is hereinafter to be referred to as its a “Parallel Debt”. (b) The . Each Parallel Debt of each Loan Party will be payable in the currency or currencies of the relevant Corresponding Obligations Obligation and will become due and payable immediately as and when and the Corresponding Obligation to the extent one or more of its Corresponding Obligations become which it corresponds becomes due and payable. An Event of Default in respect of the relevant Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any notice being required. (cb) Each of the Loan Parties and the Agent parties to this Agreement hereby acknowledge acknowledges that: : (i) the each Parallel Debt of a Loan Party 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 Obligations of that Loan PartyObligation to which it corresponds; and and (ii) the each Parallel Debt of a Loan Party represents the Collateral Agent’s own separate and independent claim to receive payment of that such Parallel Debt from that Loan party, (iii) it being understood, in each case, that the amount which may become payable by that Loan Party as its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations of such Loan applicable Credit Party. (dc) The Agent hereby confirms and accepts that to To the extent the Collateral Agent irrevocably receives any amount in payment of the a Parallel Debt of a Loan Credit Party, the Collateral Agent shall distribute that such amount in accordance with Section 9.03 among the Lenders and the Agents who are creditors of this Agreement. The Parties agree and confirm that upon irrevocable receipt by the Agent of any amount in payment of the Parallel Debt of a Loan Party (a “Received Amount”), the Corresponding Obligations of that Loan 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 12.24(c) in respect of a payment on a Parallel Debt, the Corresponding Obligation to which the Parallel Debt corresponds 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 by the Guaranteed and Secured Parties as a payment of the Corresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amountsame amount. (e) For the purpose of this Section 10.12 the Agent acts in its own name and on behalf of itself and not as agent or representative of any Guaranteed and Secured Party.