Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

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

Parallel Debt. (a) Without prejudice Each Secured Party appoints the Collateral Agent to the provisions of act as its agent under and in connection with this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in other Finance Documents. (b) Each Secured Party authorizes the Collateral granted Agent to exercise the rights, powers, authorities and to be granted by the Loan Parties discretions specifically given to the Collateral Agent under or in connection with this Agreement and the other Finance Documents, together with any other incidental rights, powers, authorities and discretions. (or c) Notwithstanding any sub-agent thereof) for other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the benefit Collateral Agent, as creditor in its own right and not as representative of any the other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to Secured Parties pursuant to the terms Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and conditions when that amount falls due for payment under the relevant Finance Document. (d) The Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate Party under this Section 10.12. (e) Any amount due and independent obligations of such payable by a Loan Party to the Collateral Agent (or any sub-agent thereof) for under this Section 10.12 shall be decreased to the benefit of any extent that the other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations amount due and liabilities of each payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and any sub-agent thereofis able to retain) payment in full of the corresponding amount under this Section 10.12. (f) The rights of the Secured Parties (other than the Collateral Agent to receive payment of amounts payable by each Loan Documents which Party pursuant to the Obligations) are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or to receive payment under this Section 10.12. (g) For purposes of this Section 10.12, “Finance Document” means any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) Loan Document and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableother agreement governing an Obligation.

Parallel Debt. (a) Without prejudice Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in the Collateral granted and to be granted Secured Parties (by the Loan Parties to the Collateral Agent way of an abstract acknowledgment of debt (or any sub-agent thereofabstraktes Schuldanerkenntnis, where applicable)) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Specified Foreign Loan Party in accordance with to each of the terms and conditions Secured Parties under each of the Loan Documents, including Documents as and when those amounts are due for payment under the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such relevant Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Document. (b) Each Specified Foreign Loan Party and the Collateral Administrative Agent acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any sub-agent thereofway limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) acknowledge that nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each of the Specified Foreign Loan Party Parties will be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the Collateral extent one or more of its Corresponding Debt become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Debt of the relevant Specified Foreign Loan Documents which such Loan Party has to the Secured Parties and Party; (iiiii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall never exceed not demand payment with regard to the total amount which may become due Corresponding Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (vi) with respect to any Specified Foreign Loan Party organized under the Loan Documents; providedLaws of Netherlands, further, that an Event of Default in respect of the Collateral Agent or any sub-agent thereof Corresponding Debt shall exercise its rights constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt solely in accordance with this Agreement and without any other Loan Documentnotice being required. (c) Every payment The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of monies made by a Loan Party the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents to the Collateral Administrative Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be secure the Parallel Debt is granted to the Administrative Agent in satisfaction pro tanto its capacity as creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Debt. (d) Subject All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; provided that upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the provision Received Amount in paragraph the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Debt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received Amount. (ce) of Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 12.11, but notwithstanding 10.23 or under any other provision of the other provisions of this Section 12.11Loan Documents), each Foreign Loan Party acknowledges that: (i) the total amount due and payable as Parallel Debt under nothing in this Section 12.11 10.23 shall be decreased impose any obligation on the Administrative Agent to the extent that a advance any sum to any Loan Party shall have paid or otherwise under any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount Loan Document, except in payment of such Obligationsits capacity as a Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts due in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertakings of each Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall under this Section 10.16 are each to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the a “Parallel Debt”). (b) Each Loan Party Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the Collateral Agent extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (and any sub-agent thereofc) acknowledge that Each of the Parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the relevant Loan Documents which such Loan Party has to the Secured Parties and Party; (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel DebtDebt from the relevant Loan Party; provided and (iii) it being understood, in each case, that the total amount amounts which may become due under the be payable by each Loan Party as Parallel Debt at any time shall never exceed the total amount of the amounts which may become due are payable under or in connection with the Loan Documents; provided, further, Corresponding Obligations at that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documenttime. (cd) Every payment of monies made An amount paid by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue in respect of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto a Parallel Debt will discharge the liability of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies Corresponding Obligations in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsan equal amount. (e) In For the event purpose of a resignation of this Section 10.16, the Collateral Agent or acts in its own name and for the benefit of the Secured Parties, but not as representative of the Secured Parties. (f) For purposes of any of its sub-agents or Dutch Security Document, any resignation by the appointment of a new Collateral Agent or sub-agent pursuant is not effective with respect to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign its rights under the Parallel Debt owed to it (but not by way of novation) Debts until all rights and (ii) transfer any Collateral granted to it securing such obligations under the Parallel Debt, in each case Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent or sub-agentwill 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 Dutch Security Document to such successor Agent. All other Parties hereby, as applicablein advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Without prejudice to the provisions Notwithstanding any other provision of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by Agreement, the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Collateral Agent (or any sub-agent thereof) for Administrative Agent, as creditor in its own right and not as representative of the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with the terms and conditions of to Secured Parties under the Loan DocumentsDocuments as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of in insolvency proceedings affecting such Loan Party Party, to the Collateral Agent preserve its entitlement to be paid that amount (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each . The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.28, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. Any amount due and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each payable by a Loan Party to the Collateral Administrative Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations12.28. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted and to be granted rights of pledge governed by the Loan Parties laws of the Netherlands, the Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount payable by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time. The payment undertaking the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party Borrower to the Collateral Administrative Agent (or any sub-agent thereofunder this Section 10.19(a) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof is hereinafter to be referred to as the “Parallel Debt”). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge parties to this Agreement hereby acknowledges that (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the Borrower, it being understood, in each case, that (A) the total amount which may become due under payable by the Borrower as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to of the Parallel Debt solely in accordance with this Agreement and plus the Corresponding Obligations plus the Secured Obligations ever exceed, or, for any other Loan Document. (c) Every payment of monies made by a Loan Party purpose whatsoever, be deemed to exceed, the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating an amount equal to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto aggregate outstanding amount of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedSecured Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to To the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed Debt, the Administrative Agent shall distribute that amount among the Secured Parties that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each of the parties to it or this Agreement hereby agrees that upon receipt by the Collateral Administrative Agent (or of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under Corresponding Obligations owing to the Loan Documents Secured Parties shall be decreased automatically and immediately reduced, pro rata in respect of each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal to the Received Amount in the manner as if said amounts the Deductible Amount were actually received directly by the Secured Parties, or the Administrative Agent on behalf of the Secured Parties in accordance with the terms of this Agreement, as a payment of the applicable ObligationsCorresponding Obligations owed by the Borrower on the date of receipt by such Secured Party of the Received Amount. (e) In For the event purpose of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant this Section 10.19 but subject to this Agreementclause (d) above, the retiring or replaced Collateral Administrative Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but acts in its own name and on behalf of itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicablerepresentative or trustee of any other Secured Party.

Parallel Debt. (a) Without prejudice Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and Administrative Agent (for the purpose of preserving the initial and continuing validity of the security interests this §6.22 in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereofits capacity as “collateral agent”) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such that European Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Party under any Loan Document as and the obligations and liabilities which when those amounts are the result thereof the “Parallel Debt”)due. (b) Each European Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each European Loan Party to the Collateral Agent under this paragraph (b) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) obligations of that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the Collateral Agent or any sub-agent thereof shall amounts for which each European Loan Party is liable under paragraph (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 applicationa) (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall have paid any amounts be decreased to the Collateral Agent extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or any sub-agent thereof(in the case of guarantee obligations) on behalf of discharged; and (iii) the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, 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. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the applicable Secured Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise receives under any amount Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due Administrative Agent shall not be regarded as having any participation or Commitment other than those which it has in its capacity as a Lender. (f) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and payable separate obligation from any other debt of each European Loan Party under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsDocuments. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and Administrative Agent (for the purpose of preserving the initial and continuing validity of the security interests this §6.22 in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereofits capacity as “collateral agent”) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such that European Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Party under any Loan Document as and the obligations and liabilities which when those amounts are the result thereof the “Parallel Debt”)due. (b) Each European Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each European Loan Party to the Collateral Agent under this paragraph (b) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) obligations of that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the Collateral Agent or any sub-agent thereof shall amounts for which each European Loan Party is liable under paragraph (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 applicationa) (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall have paid any amounts be decreased to the Collateral Agent extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or any sub-agent thereof(in the case of guarantee obligations) on behalf of discharged; and (iii) the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, 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. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the applicable Secured Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise receives under any amount Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or Commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Facility Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as aggregate of all its Principal Obligations to all the Obligations Finance Parties from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof the “thereof, its Parallel Debt”). (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that Parties hereby acknowledges that: (i) for this purpose purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of each Loan Party such Obligor to the Collateral Facility Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Principal Obligations under the Loan Documents which such Loan Party Obligor has to the Secured Parties and any Finance Party; and (ii) that the Parallel Debt represents the Collateral Facility Agent’s (including any sub-agent thereof) own claims claim to receive payment of the such Parallel Debt; Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount Principal Obligations of such payment from such Loan Party and such Loan Party shall remain liable Obligor to perform all the relevant obligation and the relevant liability shall be deemed not to have been dischargedFinance Parties. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the The total amount due and payable by an Obligor as the Parallel Debt under this Section 12.11 Clause 24.3 shall be decreased to the extent that a Loan Party such Obligor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Finance Parties or any of them to reduce the such Obligor’s outstanding principal amount of the applicable Principal Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties Finance Party otherwise receives any amount in payment of such ObligationsPrincipal Obligations (other than by virtue of paragraph (ii) below); and (ii) to the extent that a Loan Parties an Obligor shall have paid any amounts to the Collateral Facility Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Facility Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the such Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents Principal Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsdecreased. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral rights granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any the Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any the limitations set forth thereinout in any joinder agreement delivered in accordance with Section 6.11, shall be owing as separate and independent obligations of such Loan Party to each of (i) the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Collateral Agent Parallel Debt”) and (ii) any sub-agent of the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Sub-Agent Parallel Debt” and, together with the Collateral Agent Parallel Debt, the “Parallel Debt”). Solely for the purposes of the Collateral Documents governed by Russian law, the Collateral Agent acts as a joint and several creditor with each Secured Party. (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Collateral Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and or any obligations with respect to the Sub-Agent Parallel Debt; (ii) for this purpose the Sub-Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to each sub-agent, if any, of the Collateral Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties or any obligations with respect to the Collateral Agent Parallel Debt; (iii) that the Collateral Agent Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Collateral Agent Parallel Debt; and (iv) that the Sub-Agent Parallel Debt represents the applicable sub-agent’s own claims to receive payment of the Sub-Agent Parallel Debt; provided that the total amount which may become due under each of the Collateral Agent Parallel Debt and the Sub-Agent Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or and any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Agreement and any other Loan Documentthe Collateral Documents (including the Junior Lien Intercreditor Agreement). (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor Loan Party contained in Section 12.11(a10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application application, the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.1110.22, but notwithstanding any of the other provisions of this Section 12.1110.22: (i) the total amount due and payable as Collateral Agent Parallel Debt and Sub-Agent Parallel Debt under this Section 12.11 10.22 shall be each decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) or to the Administrative Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) or the Administrative Agent on behalf of the applicable Secured Parties otherwise receives any amount in payment of such the Obligations; and (ii) to the extent that a Loan Parties Party shall have paid any amounts to the Administrative Agent or to the Collateral Agent (or any sub-agent thereof) under the applicable Parallel Debt owed to it or the Administrative Agent or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the applicable Parallel Debt owed to itDebt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to Article IX of this Agreement, the retiring or replaced Collateral Agent or sub-agent shall at the Loan Parties’ sole cost and expense (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable. (b) Pursuant to clause (vii)(b) of the final paragraph of Section 10.01 of the Credit Agreement, the Borrower and the Administrative Agent hereby agree that, for the avoidance of doubt, in applying the 65% limitation on the pledge of the voting stock of any Subsidiary pursuant to clause (D) of the definition “Collateral and Guarantee Requirement”, the determination of the percentage of total voting power of all outstanding voting stock in a Subsidiary pledged shall include all voting stock in such Subsidiary pledged by any Person.

Parallel Debt. (Covenant to pay the Security Agent) (a) Without prejudice Each of the Debtors and each Secured Party (other than the Security Agent) hereby irrevocably and unconditionally agrees and undertakes with the Security Agent (and, where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) that each of the Debtors shall pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Partiessums equal to, an amount equal to and in the currency of, any sums owing by it to a Secured Party (other than the Security Agent) under any Finance Documents (the “Principal Obligations”) as and when the same currency as fall due for payment under the Obligations from time to time due by such Loan Party in accordance relevant Finance Document (together with the terms and conditions of the Loan Documentsobligations described in paragraph (e) below, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel DebtDebt Obligations”) provided that prior to the 2012/2032 Final Notes Redemption, the Parallel Debt Obligations in respect of Security over Principal Property shall be subject to the limitations in Clause 18 (Limitation on Principal Property over Security). (b) Each Loan of the Debtors and each Secured Party and (other than the Collateral Agent (and any sub-agent thereofSecurity Agent) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) acknowledges that the Parallel Debt represents right of the Collateral Agent’s (including any sub-agent thereof) own claims Security Agent to receive demand payment of the Parallel Debt; Debt Obligations shall be independent and several from the rights of the other Secured Parties to demand payment of the Principal Obligations provided that the total amount which may become due under the payment by a Debtor of its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect Obligations to the Parallel Debt solely Security Agent in accordance with this Agreement Clause 16.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and vice versa the payment by a Debtor of its Principal Obligations in accordance with the provisions of the Finance Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations but further provided that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel Debt Obligations is effected by virtue of any other Loan Documentset-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent. (c) Every Despite the foregoing, any payment of monies under the Finance Documents shall be made by a Loan Party to the Collateral Security Agent unless expressly stated otherwise in any Finance Document or any sub-agent thereof shall (conditionally upon unless the Security Agent directs 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 made to the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedSecurity Agent. (d) Subject to Without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 16.2 or under any other provision in paragraph (c) of this Section 12.11, but notwithstanding any of the Finance Documents), the Security Agent agrees with each other provisions of this Section 12.11: Secured Party (ion a several and divided basis) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) it will not exercise its rights under the Parallel Debt owed Obligations in respect of the Principal Obligations owing to it a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by this Agreement, the Collateral Agent relevant Transaction Security Document or any other Finance Document (or to do any sub-agent thereof) shall have otherwise received monies in payment of act reasonably incidental to the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsforegoing). (e) In The Security Agent, the event of a resignation Debtors and each of the Collateral other Secured Parties agree that the Security Agent or any shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Debtors towards that other Secured Party under the Finance Documents, and that accordingly the Security Agent will have its sub-agents or own and independent right to demand performance by the appointment Debtors of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall those obligations (iGesamtgläubigerschaft) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablefull.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted and rights of pledge to be granted 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 Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations aggregate amount due from time to time due by such that Loan Party in accordance with the terms and conditions respect of the Loan Documents, including for the avoidance its Corresponding Obligations. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.12 is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the be referred to as its “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the The Parallel Debt constitutes undertakings, obligations and liabilities 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 Collateral Agent 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 (and verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any sub-agent thereofnotice being required. (c) under Each of the Loan Documents 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 are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under the of that Loan Documents which such Loan Party has to the Secured Parties and Party; and (ii) that the Parallel Debt of a Loan Party represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the that Parallel Debt; provided Debt from that Loan party, (iii) it being understood, in each case, that the total amount which may become due under the payable by that Loan Party as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount Corresponding Obligations of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParty. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Agent hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or of a Loan Party, the Collateral Agent (or 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 sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to itof a Loan Party (a “Received Amount”), the total amount due and payable under the Corresponding Obligations of that Loan Documents Party shall be decreased reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Guaranteed and Secured Parties as a payment of the applicable ObligationsCorresponding Obligations owed by that Loan Party on the date of receipt by the Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 10.12 the Agent acts in its own name and on behalf of the Collateral Agent itself and not as agent or representative of any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) Guaranteed and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableSecured Party.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the provisions Administrative Agent amounts equal to any amounts owing by such Credit Party to any Lender with respect to the Credit Party Obligations as and when those amounts become due for payment so that the Administrative Agent shall be the obligee of this Agreement such covenant to pay and the Security Documents shall be entitled to claim performance thereof in its own name and for the purpose on behalf of preserving the initial itself and continuing validity not only as trustee, agent or representative acting on behalf of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Lenders. (b) Each Loan Credit Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, monetary obligations and liabilities of each Loan Credit Party to the Collateral Administrative Agent (under Section 2.21(a) are and/or shall be several and any sub-agent thereof) under the Loan Documents which are and/or shall be separate and independent from, and without prejudice todo and/or shall not in any way affect, the corresponding Obligations under the Loan Documents which monetary obligations of such Loan Credit Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights Lender with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. Credit Party Obligations (csuch Credit Party’s “Corresponding Debt”) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as amounts for which such Credit Party is liable under Section 2.21(a) (such Credit Party’s “Parallel Debt under this Section 12.11 Debt”) shall be decreased to the extent that a Loan such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of any guaranty obligations) discharged; (ii) the Corresponding Debt of such Credit Party shall be decreased to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; (iii) the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (iv) each Credit Party shall have paid any amounts to the Collateral same defenses against the Parallel Debt which it has against the Corresponding Debt. (c) For purposes of this Section 2.21, the Administrative Agent (or any sub-agent thereof) acts in its own name and on behalf of itself and not as a trustee, agent or representative of any party hereto, and any claim made by the applicable Secured Parties or any of them to reduce the outstanding principal amount Administrative Agent in respect of the applicable Obligations or Parallel Debt shall not be held in trust. The security interests granted under the Collateral Security Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor in respect of the applicable Secured Parallel Debt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 2.21, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with Section 2.10. (e) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties (whether under this Section 2.21 or under any other provision of the Credit Documents), each Credit Party acknowledges that: (i) nothing in this Section 2.21 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise receives under any amount Credit Document in payment of such Obligationsits capacity as Administrative Agent; and (ii) to for the extent that a Loan Parties shall have paid purpose of any amounts to the Collateral Agent (or vote taken under any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itCredit Document, the total amount due and payable under the Loan Documents Administrative Agent shall be decreased not have any participation or commitment in its capacity as if said amounts were received directly in payment of the applicable ObligationsAdministrative Agent. (ef) In Each Credit Party and the Administrative Agent acknowledge and agree, for the avoidance of doubt, that the rules under Netherlands law that apply in the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreementcommon property (gemeenschap) are not applicable, the retiring or replaced Collateral Agent or sub-agent and shall (i) assign the Parallel Debt owed to it (but not apply by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debtanalogy, in each case to the successor Collateral relationship between the Administrative Agent or sub-agent, as applicableand the other Secured Parties and the relationship among the Credit Parties.

Parallel Debt. (a) Without prejudice To ensure the validity and enforceability of any International Security Documents governed by the laws of the Netherlands, each International Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the International Collateral granted and to be granted by the Loan Parties Agent amounts equal to the Collateral Agent (or any sub-agent thereof) for the benefit amounts payable by it in respect of any Secured Parties, an amount equal to and in the same currency its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions International Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such an International Loan Party to the International Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the under this Section 10.12 is hereinafter to be referred to as a “Parallel Debt”). The Parallel Debt will become due and payable immediately as and when and to the extent one or more of the 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 Dutch Civil Code with respect to the Parallel Debt without any notice being required The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each the applicable International Loan Party to the International Collateral Agent (and any sub-agent thereof) under the Loan Documents which are that is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Obligation to which it corresponds; (ii) the Loan Documents which such Loan Party has to International Collateral Agent acts in its own name and not as agent, representative or trustee of the International Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iiiii) that the Parallel Debt represents the International Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the applicable International Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentParty. (c) Every payment of monies made by a Loan Party to To the extent the International Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of a Parallel Debt of an International Loan Party, the International Collateral Agent shall distribute such Obligations; andamount among the International Secured Parties who are creditors of the Corresponding Obligations of that International Loan Party in accordance with the terms of this Agreement, as if such amount were received by the International Collateral Agent in payment of the Corresponding Obligation to which it corresponds.. (iid) The Parallel Debt of an International Loan Party shall be (i) decreased to the extent that a Loan Parties shall have its Corresponding Debt has been irrevocably and unconditionally paid any amounts or discharged, and (ii) increased to the Collateral Agent extent to that its Corresponding Obligations has increased, and the Corresponding Obligations of an International Loan Party shall be (A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or any sub-agent thereofdischarged, and (B) under increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) of an International Loan Party shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable never exceed its Corresponding Obligations. (e) In All amounts received or recovered by the event of a resignation of the International Collateral Agent or in connection with this Section 10.12 shall be applied in accordance with Section 2.12. (f) The parties hereto acknowledge and agree that any of its sub-agents or resignation by the appointment of a new International Collateral Agent or sub-agent pursuant is not effective with respect to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign its rights and obligations under the Parallel Debt owed to it (but not until such rights and obligations have been assumed by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor International Collateral Agent or sub-agent, as applicableAgent.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the provisions Administrative Agent amounts equal to any amounts owing by such Credit Party to any Lender with respect to the Credit Party Obligations as and when those amounts become due for payment so that the Administrative Agent shall be the obligee of this Agreement such covenant to pay and the Security Documents shall be entitled to claim performance thereof in its own name and for the purpose on behalf of preserving the initial itself and continuing validity not only as trustee, agent or representative acting on behalf of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Lenders. (b) Each Loan Credit Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, monetary obligations and liabilities of each Loan Credit Party to the Collateral Administrative Agent (under Section 2.22(a) are and/or shall be several and any sub-agent thereof) under the Loan Documents which are and/or shall be separate and independent from, and without prejudice todo and/or shall not in any way affect, the corresponding Obligations under the Loan Documents which monetary obligations of such Loan Credit Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights Lender with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. Credit Party Obligations (csuch Credit Party’s “Corresponding Debt”) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as amounts for which such Credit Party is liable under Section 2.22(a) (such Credit Party’s “Parallel Debt under this Section 12.11 Debt”) shall be decreased to the extent that a Loan such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of any guaranty obligations) discharged; (ii) the Corresponding Debt of such Credit Party shall be decreased to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; (iii) the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (iv) each Credit Party shall have paid any amounts to the Collateral same defenses against the Parallel Debt which it has against the Corresponding Debt. (c) For purposes of this Section 2.22, the Administrative Agent (or any sub-agent thereof) acts in its own name and on behalf of itself and not as a trustee, agent or representative of any party hereto, and any claim made by the applicable Secured Parties or any of them to reduce the outstanding principal amount Administrative Agent in respect of the applicable Obligations or Parallel Debt shall not be held in trust. The security interests granted under the Collateral Security Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor in respect of the applicable Secured Parallel Debt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 2.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with Section 2.12. (e) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties (whether under this Section 2.22 or under any other provision of the Credit Documents), each Credit Party acknowledges that: (i) nothing in this Section 2.22 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise receives under any amount Credit Document in payment of such Obligationsits capacity as Administrative Agent; and (ii) to for the extent that a Loan Parties shall have paid purpose of any amounts to the Collateral Agent (or vote taken under any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itCredit Document, the total amount due and payable under the Loan Documents Administrative Agent shall be decreased not have any participation or commitment in its capacity as if said amounts were received directly in payment of the applicable ObligationsAdministrative Agent. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by that Dutch Collateral Party in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. They payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Dutch Collateral Parties under this Section 9.12 (Parallel Debt) is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Debt”). (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of its Corresponding Obligations and will become due and payable 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 Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant pledgor; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this Section 9.12(c) the total amount which may become due under payable by each of the Dutch Collateral Parties as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedconnection with its Corresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Administrative Agent hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to a Parallel Debt, the extent Administrative Agent shall distribute that a Loan Parties shall have paid amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Administrative Agent and the Lenders as a payment of the applicable ObligationsCorresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 9.12 the Administrative Agent acts in its own name and on behalf of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Lender.

Parallel Debt. (a) Without prejudice Each of the Borrower and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents or, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or other similar services provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of the Loan Documents, including for the avoidance such Principal Obligations. The Parallel Debt of doubt, any limitations set forth therein, Principal Party shall be owing become due and payable as separate and independent obligations when any Principal Obligation of such Loan Principal Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable. (b) Each Loan The Administrative Agent and each Principal Party agree and the Collateral Agent (and any sub-agent thereof) acknowledge that that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Collateral Administrative Agent (in its personal capacity and any sub-agent thereofnot in its capacity as agent) under the Loan Documents which are that is separate and independent from, and without prejudice to, any Principal Obligation and represents the corresponding Obligations Administrative Agent’s own claim to receive payment of such Parallel Debt from such Principal Party; and (ii) the security interest created under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that secure the Parallel Debt represents is granted to the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment Administrative Agent in its capacity as sole creditor 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral The Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan each Principal Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11agree that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Principal Party shall be decreased if and to the extent that a Loan the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall have paid any amounts be decreased if and to the Collateral Agent (or any sub-agent thereof) on behalf of extent that the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment Parallel Debt of such ObligationsPrincipal Party has been paid or, in the case of guarantee obligations, discharged; and (iiiii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) amount payable under the Parallel Debt owed to it or of each Principal Party shall at no time exceed the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment Principal Obligations of the applicable Obligationssuch Principal Party. (ed) In Any amount received or recovered by the event Administrative Agent in respect of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way including as a result of novationany enforcement proceedings) shall be applied in accordance with the terms of this Agreement and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableother Security Documents.

Parallel Debt. (a) Without prejudice Each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for Agent, as creditor in its own right and not as representative of the benefit of any Secured PartiesLenders and the Issuing Bank, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to the terms Lenders and conditions the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations. (b) The obligations of each Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Collateral Agent Lenders or the Issuing Bank under the Obligations (or any sub-agent thereofits “Corresponding Debt”) nor shall the amounts for the benefit of any Secured Parties which each Loan Party is liable under paragraph (such payment undertaking and the obligations and liabilities which are the result thereof the a) above (its “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge way by its Corresponding Debt, provided that (i) for this purpose the Collateral Agent shall not demand payment with regard to the Parallel Debt constitutes undertakingsof any Loan Party to the extent that such Loan Party’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, obligations (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party’s Parallel Debt has been paid or (in the case of guarantee obligations) discharged and liabilities (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each CreditLoan Party under this Section 9.17. Any security granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (d) Any amount due and payable by any Loan Party to the Collateral Agent (in respect of a Parallel Debt under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any sub-agent thereof) amount due and payable by a Loan Party to the Lenders and the Issuing Bank under the Corresponding Debt shall be decreased to the extent that such Loan Documents Party has paid the corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment. (f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent to receive payment under the Parallel Debt. (g) All monies received or any of its sub-agents or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementSection 9.17, and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent by the enforcement of any security interest securing the Parallel Debt, shall (i) assign be applied in accordance with Section 8.03; provided that, for such purpose, the Parallel Debt owed of each Loan Party shall be deemed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case be owing to the successor Administrative Agent, the Collateral Agent or sub-agentAgent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements and, the Lenders and Issuing Bank (as applicable).

Parallel Debt. (a) Without prejudice Notwithstanding any other provision in any Loan Document to the provisions contrary, each Loan Party hereby undertakes, by way of this Agreement an abstract acknowledgement of debt and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and as an independent payment obligation, to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit Administrative Agent, as a creditor in his own right and not as a representative of any other Secured Parties, an amount equal all and any amounts which are owed by such Loan Party under or in connection with the Loan Documents to and in the same currency as the Obligations Secured Parties from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”, abstraktes Schuldanerkenntnis) as and when any of such amounts fall due for payment under the relevant Loan Document provided that this shall not at any time result in a Loan Party incurring an aggregate obligation to the Secured Parties which is greater than its obligations (excluding obligations under this Section 9.20 (Parallel Debt)) to the Secured Parties under the Loan Documents. (b) Each Loan Party and the Collateral The Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose shall have an independent right to demand payment of the Parallel Debt constitutes undertakings, obligations Debt. (c) Any amount due and liabilities of each payable by a Loan Party to the Collateral Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the Parallel Debt. (d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by the Borrower under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent 9.20 (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; andParallel Debt). WEST\277974037.8 96 (iie) to Notwithstanding the extent that a Loan Parties shall have paid foregoing, any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased made to the relevant Secured Party as if said amounts were received directly set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment of to be made to the applicable ObligationsAdministrative Agent. (ef) In the event of The Administrative Agent shall be entitled to transfer his rights and obligations under this Section 9.20 (Parallel Debt) to any successor Administrative Agent. The a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant Loan Parties and Secured Parties hereby agree to this Agreementsuch transfer. Further, the retiring consent of any Loan Party or replaced Collateral Agent or sub-agent Secured Party shall (i) assign the Parallel Debt owed not be necessary to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicabletransfer.

Parallel Debt. (a) Without prejudice to the other provisions of this Agreement the Credit Documents and the Security Documents Secured Hedging Agreements and for the sole purpose of preserving ensuring the initial validity and continuing validity effect of the any security interests in the Collateral right governed by Dutch law and granted and or to be granted by the Loan Parties any NL Obligor pursuant to the Collateral Credit Documents, each NL Obligor irrevocably and unconditionally undertakes, as a separate and independent obligation to the Administrative Agent, to pay to the Administrative Agent its Dutch Parallel Debt. The security rights governed by Dutch law granted under the Credit Documents to the Administrative Agent to secure the Dutch Parallel Debt are granted to the Administrative Agent in its capacity as creditor of the Dutch Parallel Debt and shall not be held on trust. (or any sub-agent thereofi) for No NL Obligor may pay its Dutch Parallel Debt other than at the benefit of any Secured Partiesinstruction of, an amount equal to and in the same currency as manner determined by, the Obligations from time Administrative Agent. (ii) Without prejudice to time clause (i) above, a NL Obligor shall be obliged to pay its Dutch Parallel Debt (or, if the NL Obligor’s Corresponding Debts are due by at different times, amounts of its respective Dutch Parallel Debt corresponding to each such Loan Party in accordance with the terms and conditions of the Loan Documents, including for Corresponding Debts) only when its Corresponding Debts have fallen due. (iii) For the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice todoubts, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Dutch Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may Debts will become due under and payable at the Parallel same time the Corresponding Debt shall never exceed the total amount which may become becomes due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentpayable. (c) Every Any payment made, or amount recovered, in respect of monies made by a Loan Party NL Obligor’s Dutch Parallel Debt shall reduce that NL Obligor’s Corresponding Debts to the Collateral Agent any Lender or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided Hedging Agreement Provider by the amount which that Lender or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as Hedging Agreement Provider is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive out of that payment or recovery under the amount of such payment from such Loan Party Credit Documents and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedSecured Hedging Agreements. (d) Subject to Without limiting or affecting the provision Administrative Agent’s rights against the Credit Parties, each Credit Party acknowledges that nothing in paragraph (c) of this Section 12.11, but notwithstanding 2.22 shall impose any of obligation on the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt Administrative Agent to advance any sum to any Credit Party or otherwise under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (Credit Document or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Hedging Agreement, the retiring except in its capacity as a Lender or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agenta Hedging Agreement Provider, as applicable.

Parallel Debt. 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 and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Principal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) 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 (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent 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. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement Each Loan Party irrevocably and the Security Documents and for the purpose of preserving the initial and continuing validity unconditionally covenants in favor of the security interests in the Collateral granted and Agent to be granted by the Loan Parties pay to the Collateral Agent amounts (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)) equal to any amounts owing from time to time by that Loan Party to any Secured Party under any Loan Document (the “Original Debt”) as and when the Original Debt falls due for payment. (ba) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of the Loan Parties shall be decreased to the extent that a the Original Debt of the Loan Parties has been irrevocably paid or discharged; (ii) the Original Debt of the Loan Parties shall be decreased to the extent that the Parallel Debt of the Loan Parties has been irrevocably paid or discharged; and (iii) the amount of the Parallel Debt of each Loan Party shall have paid at all times be equal to the amount of its Original Debt. (b) The obligations of each Loan Party under paragraph (a) above are several, separate and independent from, and shall not in any way affect, its Original Debt, nor shall the amounts for which each relevant Loan Party is liable under its Parallel Debt be limited or affected by its Original Debt, and the Collateral Agent may enforce any payment obligation under the Parallel Debt in its own name as an independent and separate right (and its claims in respect of the Parallel Debt shall not be held on trust). (c) No (contractual or legal) set-off shall be permitted between any liabilities owed by the Collateral Agent to the Loan Parties and the Parallel Debt owed by the relevant Loan Parties to the Collateral Agent Agent. (d) Without limiting or affecting the Collateral Agent’s rights against the Loan Parties (whether under this Section 10.24 or under any sub-agent thereof) on behalf other provision of the applicable Secured Parties or Loan Documents), each Loan Party acknowledges that: (i) nothing in this Section 10.24 shall impose any of them to reduce the outstanding principal amount of the applicable Obligations or obligation on the Collateral Agent to advance any sum to the Loan Parties or otherwise under any Loan Document, except in its capacity as Lender (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsif applicable); and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender (or if applicable). (iii) Notwithstanding any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itforegoing, any and all payments made by the total amount due and payable Loan Parties under any of the Loan Documents shall be decreased as if said amounts were received directly in payment of deemed to be made for, and be accounted against, the applicable Obligations. (e) In Original Debt, unless otherwise notified by the event of a resignation of Administrative Agent, and the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant shall have no right to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign claim payments under the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to unless the successor Administrative Agent has instructed the Collateral Agent or sub-agent, as applicableto do so following an Event of Default.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. The payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Credit Parties under this Section 8.19(a) is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the a “Parallel Debt”). (b) The Parallel Debts of each of the Credit Parties will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the 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 of the Netherlands Civil Code and a default (Verzug) within the meaning of section 286 of the German Civil Code (Bürgerliches Gesetzbuch) with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided , it being understood, in each case, that pursuant to this Section 8.19(c) the total amount which may become due under payable by each of the Credit Parties as a Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Collateral Agent hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereofshall distribute that amount among the Secured Parties that are creditors of the relevant Corresponding Obligations in accordance with Section 4.02(d) under the Parallel Debt owed to it or of this Agreement. Upon irrevocable receipt by the Collateral Agent (or of any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a "Received Amount"), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased reduced, if necessary pro rata in respect of the 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 said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations owed by the relevant Credit Party on the date of receipt by the Collateral Agent of the Received Amount. (e) In For the event purpose of a resignation of this Section 8.19 the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative of any other Secured Party. (f) Without limiting or affecting the Collateral Agent´s rights against the Credit Parties (whether under this Section 8.19 or under any other provision of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementCredit Documents), the retiring or replaced Collateral Agent or sub-agent shall Credit Parties acknowledge that (i) assign nothing in this Section 8.19 shall impose any obligation on the Parallel Debt owed Collateral Agent to it (but not by way of novation) advance any sum to any Credit Party or otherwise under any Credit Document and (ii) transfer for the purpose of any Collateral granted to it securing such Parallel Debtvote taken under any Credit Document, in each case to the successor Collateral Agent shall not be regarded as having any participation or sub-agentCommitment. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as applicableamended.

Parallel Debt. 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 and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Corresponding Liabilities shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Liabilities without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) 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 (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent 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. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Netherlands law, each Loan Party hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertaking of each Loan Party under this Section 8.02 (a) is to be referred to as its “Parallel Debt.” (b) The Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan DocumentsCorresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the 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 NCC with respect to the Parallel Debt without any notice being required. (c) Each Party hereto hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the total amount which may become due under payable by a Loan Party as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations. (d) Subject to the provision The Collateral Agent, not only in paragraph (c) its own name and on behalf of this Section 12.11itself but also as agent on behalf of each Secured Party, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or shall distribute that amount among the Collateral Agent (or and the Secured Parties that are creditors of the Corresponding Obligations in accordance with the relevant provision of the Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations towards the Collateral Agent and payable under the Loan Documents Secured Parties shall be decreased 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 said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 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, representative or trustee of any of its sub-agents or other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the appointment of a new total amount payable by any Loan Party to the Collateral Agent or sub-agent pursuant to this AgreementAgent, the retiring or replaced Collateral Agent or sub-agent shall Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer excluding any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableobligation under this Section 8.02).

Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted pay (each such payment undertaking by the a Loan Parties Party, a “Parallel Debt”) to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts due by that Loan Party in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)time. (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the The Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party will be payable in the currency of the Corresponding Obligations and will become due and payable as and when and to the extent 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 of the Dutch Civil Code with respect to the Parallel Debts 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 liability to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the relevant Loan Documents which such Loan Party has to the Secured Parties and Party; and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Loan Party, it being understood, in each case, that pursuant to this paragraph (c), the total amount which may become due under the payable by each Loan Party by way of Parallel Debt Debts shall never not exceed at any time the total amount of the amounts which may become due are payable under or in connection with the Corresponding Obligations of that Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentParty at such time. (cd) Every payment of monies made An amount paid by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment respect of the Parallel Debt owed to it, will discharge the total amount due and payable liability of the Loan Parties under the Loan Documents shall be decreased as if said amounts were received directly Corresponding Obligations in payment of the applicable Obligationsan equal amount. (e) In For the event purpose of a resignation of this Section 10.19, the Collateral Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. (f) For purposes of its sub-agents any pledge governed by the laws of the Netherlands or Germany, any resignation by the appointment of a new 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 sub-agent pursuant 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 retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the a successor Collateral Agent or sub-agent, as applicableAgent.

Parallel Debt. (a) Without prejudice Each US Loan Party hereby irrevocably and unconditionally undertakes to pay to Agent, acting on its own behalf (voor zich) and not as agent for any Person, amounts equal to the provisions aggregate amount payable (verschuldigd) in respect of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted its Corresponding Obligations (such payment undertakings by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each US Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof Agent, hereinafter referred to as the “Parallel Debt”Debt “). (b) The Parallel Debt will become due and payable (opeisbaar) in the currency or currencies of the Corresponding Obligations as and when one or more of the Corresponding Obligations becomes 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 of the Dutch Civil Code with respect to the Parallel Debt without any further notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan Party to the Collateral Agent (which is transferable and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s own separate and independent claim (including any sub-agent thereofeigen en zelfstandige vordering) own claims to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, that the total amount which may become due payable by each Loan Party under or pursuant to the Parallel Debt from time to time shall never exceed the total aggregate amount which may become due is payable under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect relevant Corresponding Obligations from time to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedtime. (d) Subject to For the provision in paragraph (c) purpose of this Section 12.1115.20 the Agent acts in its own name and on behalf of itself (albeit for the benefit of the Lender Group and the Bank Product Providers) and not as agent, but notwithstanding representative or trustee of any of the other provisions of this Section 12.11: (i) Lender Group or the total amount due Bank Product Providers, and payable as Parallel Debt its claims against the US Loan Parties under this Section 12.11 15.20 shall not be decreased to held on trust. (e) To the extent that a Loan Party shall have paid any amounts to the Collateral Agent irrevocably (or any sub-agent thereofonaantastbaar) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such the Parallel Debt (the “Received Amount”), the Corresponding Obligations shall be reduced by an aggregate amount (the “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations; and (ii) . For the avoidance of doubt, to the extent that a Loan Parties shall have paid Agent irrevocably (onaantastbaar) receives any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the Corresponding Obligations, the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased reduced accordingly as if said amounts were such payment was received directly in as a payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice 10.17.1. The Company hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate amount due (verschuldigd) in respect of (i) its Obligations (including its Obligations pursuant to Clause 16.1 of the Credit Agreement) and (ii) all Rate Management Obligations and Banking Services Obligations owing by the Company to one or more Lenders or their respective Affiliates, in the same currency each case, as the Obligations they may exist from time to time time. The payment undertaking of the Company to the Agent under this Section 10.17.1. is hereinafter referred to as the “Parallel US Debt”. Each Dutch Borrower (together with the Company, each a “Parallel Debt Obligor”) hereby irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate amount due (verschuldigd) in respect of (i) its Obligations (including its Obligations pursuant to the relevant Guaranty) and (ii) all Rate Management Obligations and Banking Services Obligations owing by such Loan Party Dutch Borrower to one or more Lenders or their respective Affiliates, in accordance with the terms and conditions each case, as they may exist from time to time. The payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party each Dutch Borrower to the Collateral Agent (or any sub-agent thereof) for under this Section 10.17.1 is hereinafter to be referred to as the benefit of any Secured Parties (such payment undertaking “Parallel Foreign Debt”. The Parallel US Debt and the obligations and liabilities which each Parallel Foreign Debt are the result thereof the hereinafter also to be referred to as a “Parallel Debt”). (b) 10.17.2. Each Loan Party and Parallel Debt will be payable in the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose currency or currencies of the corresponding Obligations, Rate Management Obligations or Banking Services Obligations, respectively. 10.17.3. Any obligation under the Parallel Debt constitutes undertakingsof any Parallel Debt Obligor shall become due and payable (opeisbaar) as and when and to the extent one or more of the corresponding Obligations, obligations Rate Management Obligations and liabilities Banking Services Obligations, respectively, become due and payable. Each of the parties hereto agree that a Default in respect of the Obligations, the Rate Management Obligations or the Banking Services Obligations shall constitute a default (verzuim) within the meaning of Article 3:248 Netherlands Civil Code with respect to the relevant Parallel Debt of a Parallel Debt Obligor as well without any notice being required therefor. 10.17.4. Each of the parties hereto acknowledges that: (a) The Parallel Debt of each Loan Party Parallel Debt Obligor constitutes an undertaking, obligation and liability of such Parallel Debt Obligor to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations, the Rate Management Obligations under or the Loan Documents which such Loan Party has to the Secured Parties and Banking Services Obligations; and (iib) that the The Parallel Debt of each Parallel Debt Obligor represents the Collateral Agent’s own separate and independent claim (including any sub-agent thereofeigen en zelfstandige vordering) own claims to receive payment of such Parallel Debt from such Parallel Debt Obligor and shall not constitute the Parallel Debt; provided Agent and any holder of Obligations, the Rate Management Obligations or the Banking Services Obligations, as joint creditors (hoofdelijk schuldeisers) of any Obligation, the Rate Management Obligations and the Banking Services Obligations. It being understood that the total amount which may become due under the payable by a Parallel Debt Obligor as its Parallel Debt shall never exceed the total amount of the amounts which may become due are payable by it under the Loan Documents; providedits Obligations, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement Swap Obligations and any other Loan DocumentBanking Services Obligations. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral 10.17.5. The Agent and any sub-agent thereof shall be entitled to receive the amount Holders of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11Secured Obligations agree that, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent irrevocably (or any sub-agent thereofonaantastbaar) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of any Parallel Debt, it shall distribute such amount among the Holders of Secured Obligations that are creditors of the corresponding Obligations; and , Rate Management Obligations or Banking Services Obligations in accordance with the provisions of this Agreement. Upon irrevocable (iionaantastbaar) to receipt by the extent that a Loan Parties shall have paid Agent of any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to itof a Parallel Debt Obligor (the “Received Amount”), the total amount due and payable under the Loan Documents corresponding Obligations, Rate Management Obligations or Banking Services Obligations of such Parallel Debt Obligor shall be decreased reduced by amounts totaling an amount (the “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in as a payment of the applicable relevant Obligations, Rate Management Obligations or Banking Services Obligations on the date of receipt by the Agent of the Received Amount. (e) In the event 10.17.6. The parties hereto acknowledge and agree that, for purposes of a Dutch pledge, any resignation of by the Collateral Agent or any of is not effective until its sub-agents or the appointment rights under each Parallel Debt of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case Obligor is assigned to the successor Collateral Agent or sub-agent, as applicableAgent.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Netherlands law, each Loan Party hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertaking of each Loan Party under this Section 8.02 (a) is to be referred to as its “Parallel Debt.” (b) The Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan DocumentsCorresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the 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 NCC with respect to the Parallel Debt without any notice being required. (c) Each Party hereto hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the total amount which may become due under payable by a Loan Party as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations. (d) Subject to the provision The Collateral Agent, not only in paragraph (c) its own name and on behalf of this Section 12.11itself but also as agent on behalf of each Secured Party, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or shall distribute that amount among the Collateral Agent (or and the Secured Parties that are creditors of the Corresponding Obligations in accordance with the relevant provision of the Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations towards the Collateral Agent and payable under the Loan Documents Secured Parties shall be decreased 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 said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 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, representative or trustee of any of its sub-agents or other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the appointment of a new total amount payable by any Loan Party to the Collateral Agent or sub-agent pursuant to this AgreementAgent, the retiring or replaced Collateral Agent or sub-agent shall Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer excluding any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableobligation under this Section 8.02).

Parallel Debt. (a) Without prejudice to In respect of ensuring the provisions validity and enforceability of this Agreement and the any Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted Document governed by the Loan Parties law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts payable by it in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan a Credit Party to the Collateral Agent (or any sub-agent thereofunder this Section 12.23(a) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the is hereinafter to be referred to as a “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan the applicable Credit Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents Corresponding Obligation to which such Loan Party has to the Secured Parties it corresponds; and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that the total amount which may become due under the such Parallel Debt shall never exceed from the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentapplicable Credit Party. (c) Every payment of monies made by a Loan Party to To the extent the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt of a Credit Party, the Collateral Agent (or any sub-agent thereof) under shall distribute such amount among the Parallel Debt owed to it or Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed Corresponding Obligation to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationswhich it corresponds. (ed) In the event Upon irrevocable receipt by a Lender of any amount on a resignation of distribution by the Collateral Agent or any of its sub-agents or the appointment under Section 12.23(c) in respect of a new Collateral Agent or sub-agent pursuant to this Agreementpayment on a Parallel Debt, the retiring or replaced Collateral Agent or sub-agent shall (i) assign Corresponding Obligation to which the Parallel Debt owed to it (but not corresponds shall be reduced by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablesame amount.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each of the Company and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the 19 Bracketed language to be removed if no foreign entities are “Principal Property” owners under the Existing Notes Indenture. obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereofin its personal capacity and not in its capacity as agent) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents and, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of any Principal Party shall become due and payable as and when any Principal Obligation of such Principal Party becomes due and payable. (b) The Administrative Agent and each Principal Party agree and acknowledge that: (i) the Loan DocumentsParallel Debt of each Principal Party constitutes an undertaking, including obligation and liability of such Principal Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, any Principal Obligation and represents the Administrative Agent’s own claim as a creditor in its own right to receive payment of such Parallel Debt from such Principal Party (and for the avoidance of doubt, any limitations set forth thereinfor purposes of Netherlands law, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party to constitutes independent claims (zelfstandige vorderingen) of the Collateral Administrative Agent vis-à-vis each Principal Party); and (and any sub-agent thereofii) the security interest created under the Loan Documents which to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them. (c) The Administrative Agent and each Principal Party agree and acknowledge that: (i) the Parallel Debt of each Principal Party shall be decreased if and to the extent that the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and (iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party. (d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement and the other Security Documents. (e) The Administrative Agent accepts the provisions of this clause 4.16 (Parallel Debt) on behalf of the Secured Parties. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Principal Party under the Principal Obligations are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to 4.16 and each Principal Party’s obligations under this Section 4.16 toward the extent that Administrative Agent constitutes a Loan single and separate obligation from any other debt or obligation of each Principal Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Principal Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and any Security Document expressed to be granted governed by the Loan Parties Dutch law, each Dutch Credit Party hereby irrevocably and unconditionally undertakes to pay to the Foreign Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by the Dutch Credit Parties in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. The payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Dutch Guarantors under this Section 11.29 is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Debt”). (b) The Parallel Debt of each of the Dutch Credit Parties will be payable in the currency or currencies of its Corresponding Obligations and will become due and payable 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 Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Foreign Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant Dutch Credit Party; and (ii) that the each Parallel Debt represents the Foreign Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Credit Party, it being understood, in each case, that pursuant to this Section 11.29(c) the total amount which may become due under payable by each of the Dutch Credit Parties as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedconnection with its Corresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Foreign Collateral Agent hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Foreign Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to a Parallel Debt, the extent that a Loan Parties shall have paid any amounts to the Foreign Collateral Agent (or any sub-agent thereof) under shall distribute that amount among the Parallel Debt owed to it or the Foreign Collateral Agent (or and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.3 of the Agreement. The Foreign Collateral Agent and each Lender, hereby agrees and confirms that upon irrevocable receipt by the Foreign Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations of the relevant Dutch Credit Party towards the Foreign Collateral Agent and payable under the Loan Documents Lenders shall be decreased reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Foreign Collateral Agent and the Lenders as a payment of the applicable ObligationsCorresponding Obligations owed by the relevant Guarantor on the date of receipt by the Foreign Collateral Agent of the Received Amount. (e) In For the event purpose of a resignation of this Section 11.29 but subject to paragraph (d) above the Foreign Collateral Agent or any acts in its own name and on behalf of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicablerepresentative or trustee of any other Lender.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Partiesamounts equal to, an amount equal to and in the same currency as or currencies of, the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Obligations. (b) Each The Parallel Debt of each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that Party: (i) shall become due and payable at the same time as its Secured Obligations; and (ii) is a several obligation and is independent and separate from, and without prejudice to, its Secured Obligations. (c) For purposes of this Section 10.24, the Collateral Agent: (i) is the independent and separate creditor of each Parallel Debt; (ii) acts in its own name and not as agent, representative or trustee of the Secured Parties and its claims in respect of each Parallel Debt and any security created pursuant to the Collateral Documents to secure each Parallel Debt shall not be held on trust; and (iii) 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 this purpose and voting in any kind of insolvency proceeding). (d) The Parallel Debt of a Loan Party shall be (i) decreased to the extent that its Secured Obligations have been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent to that its Secured Obligations have increased, and the Secured Obligations of a Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, provided that the Parallel Debt constitutes undertakings, obligations and liabilities of a Loan Party shall never exceed its Secured Obligations. (e) The rights of the Secured Parties (other than the Collateral Agent) to receive payment of amounts payable by each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its respective rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent to receive payment under this Section 10.24. (f) All amounts received or any of its sub-agents or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to in connection with this AgreementSection 10.24, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor extent permitted by applicable law, shall be applied in accordance with Section 8.04. (g) This Section 10.24 applies for the purpose of determining the secured obligations in the Collateral Agent or sub-agent, as applicableDocuments governed by Dutch law and any other Collateral Document in which it is agreed by the parties thereto to have this Section 10.24 apply for the purpose of determining the secured obligations therein.

Parallel Debt. (a) Without prejudice Each Loan Party which agrees to provide security expressed to be governed by Dutch law (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the amounts due by that Dutch Collateral Party in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such time. The payment undertaking and the obligations and liabilities which of each Dutch Collateral Party under this Article 8 (Parallel Debt) are the result thereof the each to be referred to as a “Parallel Debt”). (b) The Parallel Debts of each Dutch Collateral Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the 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 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant Dutch Collateral Party; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this clause (c), the total amount which may become due under the payable by each Dutch Collateral Party as a Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided connection with the Corresponding Obligations at that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedtime. (d) Subject to For the provision in paragraph (c) purpose of this Section 12.11, but notwithstanding any of Article 8 the other provisions of this Section 12.11: (i) the total amount due Administrative Agent acts in its own name and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due itself and payable under the Loan Documents shall be decreased not as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicabletrustee or representative of any other Secured Party.

Parallel Debt. (a) Without prejudice Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by that Dutch Collateral Party in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. They payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Dutch Collateral Parties under this Section 9.12 (Parallel Debt) is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Debt”). (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of its Corresponding Obligations and will become due and payable 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 Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant pledgor; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this Section 9.12(c) the total amount which may become due under payable by each of the Dutch Collateral Parties as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedconnection with its Corresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Administrative Agent hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to a Parallel Debt, the extent Administrative Agent shall distribute that a Loan Parties shall have paid amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Administrative Agent and the Lenders as a payment of the applicable ObligationsCorresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 9.12 the Administrative Agent acts in its own name and on behalf of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Lender.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as and to the terms and conditions extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of the another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan DocumentsParty, including for the avoidance to preserve its entitlement to be paid that amount. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.23(a) is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “be referred to as its "Parallel Debt”). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the 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 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under paragraph (ia) are several and are separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amounts for this purpose which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) the Administrative Agent shall not demand payment with regard to the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) the Administrative Agent shall not demand payment with regard to the Corresponding Obligations of each Loan Party to the extent that such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. The amount which may become payable by the Loan Parties as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (d) The Administrative Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment under this Section 10.23. (g) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 or under any other provision 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 Loan Documents; provided), further, that each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. , except in its capacity as lender thereunder and (cy) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue purpose of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if vote taken under any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party which provides security governed by Dutch law hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and Agent amounts equal to the Security Documents and for the purpose of preserving the initial and continuing validity amounts due in respect of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such time. The payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities undertakings of each Loan Party under this Section 9.3 are each to be referred to as a "Parallel Debt". Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the Collateral extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 DCC with respect to the payment of the Parallel Debts without any notice being required. Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such relevant Loan Party has to the Secured Parties and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Loan Party, it being understood, in each case, that the total amount amounts which may become due be payable by each Loan Party under the its Parallel Debt at any time shall never exceed the total amount of the amounts which may become due are payable under or in connection with the Loan Documents; providedCorresponding Obligations at that time. For the purpose of this Section 9.3, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with acts as Agent under this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto benefit of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11Secured Parties, but notwithstanding any not as representative of or trustee for the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to Secured Parties. To the extent that a Loan Party shall have paid any amounts to the Collateral Agent (irrevocably receives or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives recovers any amount in payment of such Obligations; and (ii) to the extent that a Parallel Debt of a Loan Party, the Agent shall distribute such amount among the Secured Parties shall have paid any amounts who are creditors of the Corresponding Obligation to the Collateral Agent (or any sub-agent thereof) under the which that Parallel Debt owed to it corresponds in accordance with the terms of this Agreement, as if such amount were received or recovered by the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsthat Corresponding Obligation. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the European Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Credit Party in accordance with to any Secured Party under this Agreement and any other Credit Document pursuant to any Obligations as and when those amounts are due under any Credit Document (such payment undertakings under this Section 11.11 and the terms obligations and conditions liabilities resulting therefrom being the Parallel Debt). (b) The European Collateral Agent shall have its own independent right to demand payment of the Loan DocumentsParallel Debt by the Credit Party. Each Credit Party and the European Collateral Agent acknowledge that the obligations of each Credit Party under clause (a) are several, including separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Credit Party to any Secured Party under this Agreement or any other Credit Document (the Corresponding Debt) nor shall the amounts for which each Credit Party are liable under this Section 11.11 be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt shall be automatically decreased and discharged to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Debt shall be automatically decreased and discharged to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (iv) the Parallel Debt will be payable in the currency or currencies of the Corresponding Debt; and (v) for the avoidance of doubt, any limitations set forth therein, shall be owing as separate the Parallel Debt will become due and independent obligations of such Loan Party payable at the same time when and to the Collateral Agent (or any sub-agent thereof) for extent that the benefit of any Secured Parties (such payment undertaking Corresponding Debt becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable. (bc) Each Loan Party and the Collateral Agent (and The security granted under any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights German Security Agreement with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party is granted to the European Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto its capacity as sole creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Debt. (d) Subject to Without limiting or affecting the provision in paragraph European Collateral Agent’s rights against any Credit Party (c) of whether under this Section 12.11Agreement or any other Credit Document), but notwithstanding any each of the other provisions of this Section 12.11Credit Party acknowledges that: (i) nothing in this Agreement shall impose any obligation on the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the European Collateral Agent (to advance any sum to any Credit Party or otherwise under any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such ObligationsCredit Document; and (ii) to for the extent that a Loan Parties shall have paid purpose of any amounts to vote taken under any Credit Document, the European Collateral Agent (shall not be regarded as having any credit exposure or any sub-agent thereof) under the Parallel Debt owed to commitment other that those which it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies has in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased its capacity as if said amounts were received directly in payment of the applicable Obligationsa Lender. (e) In The Parties to this Agreement acknowledge and confirm that the event of a resignation provisions contained in this Agreement shall not, and shall not be interpreted so as to, increase the total amount of the Obligations owing from time to time. (f) The Parallel Debt shall remain effective in case a third person should acquire, or otherwise become entitled to, all or any rights of any of the Secured Parties under any Credit Document, be it by virtue of assignment, assumption or otherwise. (g) All monies received or recovered by the European Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign Agreement in respect of the Parallel Debt owed shall be applied in accordance with this Agreement. All monies received or recovered by the European Collateral Agent by reason of the enforcement of any security granted under any European Security Agreement to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such secure the Parallel Debt, in each case Debt shall be applied pursuant to the successor Collateral Agent or sub-agent, as applicableprovisions of such European Security Agreement.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Dutch law, Yale hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by Yale in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such time. The payment undertaking and of Yale under this Section 10.22 is to be referred to as the obligations and liabilities which are the result thereof the “"Parallel Debt”)". (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the 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 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and (ii) that the Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from Yale, it being understood, in each case, that pursuant to this Section 10.22(c) the total amount which may become due under payable by Yale as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to To the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to Debt, (i) the Administrative Agent shall distribute that amount among the Administrative Agent and the Lenders that are creditors of the Corresponding Obligations in accordance with the relevant provisions of this Agreement as if received by it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, Corresponding Obligations and (ii) the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased as if said amounts were received directly in payment of the applicable Obligationsreduced by an amount equal to such payment. (e) In For the event purpose of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant this Section 10.22 but subject to this Agreementsubsection (d) above, the retiring or replaced Collateral Administrative Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but acts in its own name and on behalf of itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicablerepresentative or trustee of any other Lender.

Parallel Debt. (a) Without prejudice Each of the Borrower and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents or, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or other similar services provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of the Loan Documents, including for the avoidance such Principal Obligations. The Parallel Debt of doubt, any limitations set forth therein, Principal Party shall be owing become due and payable as separate and independent obligations when any Principal Obligation of such Loan Principal Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable. (b) Each Loan The Administrative Agent and each Principal Party agree and the Collateral Agent (and any sub-agent thereof) acknowledge that that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Collateral Administrative Agent (in its personal capacity and any sub-agent thereofnot in its capacity as agent) under the Loan Documents which are that is separate and independent from, and without prejudice to, any Principal Obligation and represents the corresponding Obligations Administrative Agent’s own claim to receive payment of such Parallel Debt from such Principal Party; and (ii) the security interest created under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that secure the Parallel Debt represents is granted to the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment Administrative Agent in its capacity as sole creditor 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral The Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan each Principal Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11agree that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Principal Party shall be decreased if and to the extent that a Loan the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall have paid any amounts be decreased if and to the Collateral Agent (or any sub-agent thereof) on behalf of extent that the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment Parallel Debt of such ObligationsPrincipal Party has been paid or, in the case of guarantee obligations, discharged; and (iiiii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) amount payable under the Parallel Debt owed to it or of each Principal Party shall at no time exceed the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment Principal Obligations of the applicable Obligationssuch Principal Party. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by that Dutch Collateral Party in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. They payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Dutch Collateral Parties under this Section 9.12 (Parallel Debt) is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Debt”). (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of its Corresponding Obligations and will become due and payable 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 Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant pledgor; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this Section 9.12(c) the total amount which may become due under payable by each of the Dutch Collateral Parties as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedconnection with its Corresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Administrative Agent ▇▇▇▇▇▇ confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to a Parallel Debt, the extent Administrative Agent shall distribute that a Loan Parties shall have paid amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Administrative Agent and the Lenders as a payment of the applicable ObligationsCorresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 9.12 the Administrative Agent acts in its own name and on behalf of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Lender.

Parallel Debt. (a) Without prejudice 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 provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as aggregate amount payable by it to any Secured Party under any Finance Document (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. (b) Each of the parties hereto acknowledges that: (i) the Parallel Debt of each Loan DocumentsParty constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations liability of such Loan Party to the Collateral Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party; and (ii) any security created under or any sub-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 thereof) or trustee for the benefit of other Secured Parties. This provision prevails over any Secured Parties (such payment undertaking and provision in any Finance Document that may otherwise result in the obligations and liabilities which are Administrative Agent holding the result thereof the “Parallel Debt”)security in trust with regard to Dutch law governed security. (bc) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties hereto agrees that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall be decreased if and to the Collateral Agent 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 any sub-agent thereofto the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged; and (iii) the amount payable under the Parallel Debt of each Loan Documents which Party shall at no time exceed the amount payable under its 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 rights of the Secured Parties (other than the Administrative Agent) to receive payment of the Principal Obligations of each Loan Party are several and separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of under 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. 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 and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Corresponding LiabilitiesPrincipal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel LiabilitiesDebt without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) 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 (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent 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. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel LiabilitiesDebt to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Netherlands Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount payable by any Loan Party in the same currency as respect of the Obligations as they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. The payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party each Netherlands Subsidiary Guarantor to the Collateral Administrative Agent (or any sub-agent thereofunder this Section 2.9(a) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the is hereinafter to be referred to as “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Obligations. (b) Each Loan Party Parallel Debt of a Netherlands Subsidiary Guarantor will become due and payable (opeisbaar) as and when one or more of the Collateral Agent Obligations become due and payable. (and any sub-agent thereofc) acknowledge that Each of the parties hereto hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan Party the relevant Netherlands Subsidiary Guarantor to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Obligations; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim (including any sub-agent thereofeigen en zelfstandige vordering) own claims to receive payment of such Parallel Debt from the Parallel Debt; provided relevant Netherlands Subsidiary Guarantor, it being understood, in each case, that the total amount which may become due under the payable by a Netherlands Subsidiary Guarantor as its Parallel Debt shall never exceed the total amount of the amounts which may become due are payable under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount Obligations of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedGuarantor. (d) Subject to For the provision in paragraph (c) avoidance of this Section 12.11doubt, but notwithstanding any the parties hereto confirm that the claim of the other Administrative Agent against a Netherlands Subsidiary Guarantor in respect of a Parallel Debt and the claims of any one or more of the Lenders or Agents against such Guarantor in respect of the Obligations payable by such Guarantor to such Lenders or Agents do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to common property shall not apply. If, however, it shall be held that such claim of the Administrative Agent and such claims of any one or more of the Lenders or Agents do not constitute common property and the provisions relating to common property do apply, the parties hereto agree that the Credit Agreement and this Section 12.11:Agreement shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 NCC. (ie) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to To the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent irrevocably (or any sub-agent thereofonaantastbaar) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed of a Netherlands Subsidiary Guarantor, the Administrative Agent shall distribute that amount among the Lenders or Agents that are creditors of the Obligations of that Guarantor in accordance with the Credit Agreement and this Agreement relating to it the distribution of proceeds. Upon irrevocable receipt by a Lender or Agent of any amount so distributed (the Collateral Agent (“Received Amount”), the Obligations of that Guarantor to the relevant Lender(s) or any sub-agent thereofAgent(s) shall have otherwise 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 monies in as a payment of the Parallel Debt owed to it, Obligations on the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment date of receipt by that Lender or Agent of the applicable ObligationsReceived Amount. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Pari Passu Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Partiesamounts equal to, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documentsor currencies of, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)its Pari Passu Obligations. (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the The Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to (i) shall become due and payable at the Collateral Agent same time as its Pari Passu Obligations and (ii) is independent and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentPari Passu Obligations. (c) Every For purposes of this Section 10.22, the Pari Passu Collateral Agent: (i) is the independent and separate creditor of the Parallel Debt, (ii) acts in its own name and not as agent, representative or trustee of the Lenders or other Secured Parties (as such term is defined in the Security Agreement) and its claims in respect of the Parallel Debt shall not be held in trust, and (iii) shall have the independent and separate right to demand payment of monies made by a Loan Party to the Collateral Agent or Parallel Debt in its own name (including through any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws kind of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(ainsolvency proceeding); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) The Parallel Debt of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: a Loan Party shall be (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that its Pari Passu Obligations have been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent to that its Pari Passu Obligations have increased, and the Pari Passu Obligations of a Loan Party shall have paid any amounts to the Collateral Agent be (or any sub-agent thereofA) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) decreased to the extent that a Loan Parties shall have its Parallel Debt has been irrevocably and unconditionally paid any amounts or discharged, and (B) increased to the Collateral Agent (or any sub-agent thereof) under extent that its Parallel Debt has increased, in each case provided that the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) of a Loan Party shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable never exceed its Pari Passu Obligations. (e) In This Section 10.22 applies for the event purpose of a resignation of determining the Secured Obligations in the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not Agreements governed by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableDutch law.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as and to the terms and conditions extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of the another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan DocumentsParty, including for the avoidance to preserve its entitlement to be paid that amount. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.23(a) is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the be referred to as its “Parallel Debt.”) (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the 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 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (bc) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under paragraph (ia) are several and are separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amounts for this purpose which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) the Administrative Agent shall not demand payment with regard to the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) the Administrative Agent shall not demand payment with regard to the Corresponding Obligations of each Loan Party to the extent that such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. The amount which may become payable by the Loan Parties as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (d) The Administrative Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment under this Section 10.23. (g) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 or under any other provision 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 Loan Documents; provided), further, that each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. , except in its capacity as lender thereunder and (cy) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue purpose of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if vote taken under any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving ensuring the initial validity and continuing validity enforceability of the security interests in the Collateral granted any right of pledge governed by Netherlands law, each Loan Party hereby irrevocably and unconditionally undertakes to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertaking of each Loan Party under this Section 8.02 (a) is to be referred to as its “Parallel Debt.” (b) The Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan DocumentsCorresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more of the 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 NCC with respect to the Parallel Debt without any notice being required, (c) Each Party hereto hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from each Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (c) the total amount which may become due under payable by a Loan Party as the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application connection with the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedCorresponding Obligations. (d) Subject to the provision The Collateral Agent, not only in paragraph (c) its own name and on behalf of this Section 12.11itself but also as agent on behalf of each Secured Party, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due hereby confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or shall distribute that amount among the Collateral Agent (or and the Secured Parties that are creditors of the Corresponding Obligations in accordance with the relevant provision of the Loan Documents. The Collateral Agent hereby agrees and confirms that upon irrevocable receipt by the Collateral Agent of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due Corresponding Obligations towards the Collateral Agent and payable under the Loan Documents Secured Parties shall be decreased 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 said amounts the Deductible Amount were received directly in by the Collateral Agent and the Secured Parties as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 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, representative or trustee of any of its sub-agents or other Secured Party. (f) Nothing in this Section 8.02 shall in any way increase the appointment of a new total amount payable by any Loan Party to the Collateral Agent or sub-agent pursuant to this AgreementAgent, the retiring or replaced Collateral Agent or sub-agent shall Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer excluding any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableobligation under this Section 8.02).

Parallel Debt. (a) Without prejudice Each Obligor irrevocably and unconditionally undertakes (such undertaking, the "Parallel Obligations") to pay to the provisions Facility Agent by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) amounts equal to all present and future amounts owing by such Obligor to a Finance Party under this Agreement and or the Security Documents and for the purpose other Finance Documents. Such abstract acknowledgement of preserving the initial and continuing validity debt (abstraktes Schuldanerkenntnis) shall constitute an own independent right of the security interests in Facility Agent to demand and receive payment of the Collateral granted Parallel Obligations. (b) The Parallel Obligations shall not limit or affect the existence of the obligations of the Obligors. (c) Notwithstanding paragraphs (a) and to be granted (b): (i) payment by the Loan Parties an Obligor of its Parallel Obligations shall to the Collateral same extent decrease and be a good discharge of the corresponding obligations owing to the relevant Finance Party; and (ii) payment by an Obligor of its obligations to the relevant Finance Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Facility Agent. (d) The Parallel Obligations are owed to the Facility Agent (in its own name on behalf of itself and not as agent or any sub-agent thereof) for the benefit representative of any Secured Partiesother person or as trustee. (e) Without limiting or affecting the Facility Agent's right to protect, an preserve or enforce its rights under the Parallel Obligations: (i) the Facility Agent undertakes to each Finance Party not to exercise its rights in respect of the Parallel Obligations without the consent of the Majority Lenders; and (ii) the Facility Agent undertakes to pay to the relevant Finance Party any amount equal collected or received by it in payment or partial payment of the Parallel Obligations, and shall distribute any amount so received to and in the same currency as the Obligations from time to time due by such Loan relevant Finance Party in accordance with the terms and conditions of this Agreement as if such amounts had been received in respect of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be corresponding obligations owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)relevant Finance Party. (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts due in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertakings of each Loan Party under this Section 10.16 are each to be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in accordance with the terms and conditions currency or currencies of the Loan Documentsrelevant Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning KL2 3287103.6 ​ of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. Each of the Parties to this Agreement hereby acknowledges that: each Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the relevant Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Party; each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel DebtDebt from the relevant Loan Party; provided and it being understood, in each case, that the total amount amounts which may become due under the be payable by each Loan Party as 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. An amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made paid by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue in respect of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto a Parallel Debt will discharge the liability of the covenant by such Grantor contained Loan Parties under the Corresponding Obligations in an equal amount. For the purpose of this Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy10.16, liquidation or similar laws of general application the Collateral Agent acts in its own name and any sub-agent thereof shall be entitled to receive for the amount benefit of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11Secured Parties, but notwithstanding any not as representative of the other provisions Secured Parties. For purposes of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to Dutch Security Document, any resignation by the Collateral Agent (or 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 Agent appointed in accordance with Section 10.07. 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 sub-agent thereof) on behalf Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or all rights and obligations by the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationssuccessor Agent. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice To ensure the validity and enforceability of any International Security Documents governed by the laws of the Netherlands, each International Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the International Collateral granted and to be granted by the Loan Parties Agent amounts equal to the Collateral Agent (or any sub-agent thereof) for the benefit amounts payable by it in respect of any Secured Parties, an amount equal to and in the same currency its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions International Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such an International Loan Party to the International Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the under this Section 10.12 is hereinafter to be referred to as a “Parallel Debt”). The Parallel Debt will become due and payable immediately as and when and to the extent one or more of the 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 Dutch Civil Code with respect to the Parallel Debt without any notice being required. The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each the applicable International Loan Party to the International Collateral Agent (and any sub-agent thereof) under the Loan Documents which are that is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Obligation to which it corresponds; (ii) the Loan Documents which such Loan Party has to International Collateral Agent acts in its own name and not as agent, representative or trustee of the International Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iiiii) that the Parallel Debt represents the International Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the applicable International Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentParty. (c) Every payment of monies made by a Loan Party to To the extent the International Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of a Parallel Debt of an International Loan Party, the International Collateral Agent shall distribute such Obligations; andamount among the International Secured Parties who are creditors of the Corresponding Obligations of that International Loan Party in accordance with the terms of this Agreement, as if such amount were received by the International Collateral Agent in payment of the Corresponding Obligation to which it corresponds. (iid) The Parallel Debt of an International Loan Party shall be (i) decreased to the extent that a Loan Parties shall have its Corresponding Debt has been irrevocably and unconditionally paid any amounts or discharged, and (ii) increased to the Collateral Agent extent to that its Corresponding Obligations has increased, and the Corresponding Obligations of an International Loan Party shall be (A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or any sub-agent thereofdischarged, and (B) under increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) of an International Loan Party shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable never exceed its Corresponding Obligations. (e) In All amounts received or recovered by the event of a resignation of the International Collateral Agent or in connection with this Section 10.12 shall be applied in accordance with Section 2.12. (f) The parties hereto acknowledge and agree that any of its sub-agents or resignation by the appointment of a new International Collateral Agent or sub-agent pursuant is not effective with respect to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign its rights and obligations under the Parallel Debt owed to it (but not until such rights and obligations have been assumed by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor International Collateral Agent or sub-agent, as applicableAgent.

Parallel Debt. (a) Without prejudice Each Parallel Obligor hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral European Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount payable (verschuldigd) by such Parallel Obligor in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. The payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party each Parallel Obligor to the Collateral European Agent under this paragraph (or any sub-agent thereofa) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the is hereinafter to be referred to as a “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations. (b) Each Loan Party Parallel Debt will become due and payable (opeisbaar) as and when one or more of the Collateral Agent Corresponding Obligations become due and payable. (and any sub-agent thereofc) acknowledge that Each of the parties to this Agreement hereby acknowledges that (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan Party the relevant Parallel Obligor to the Collateral European Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Corresponding Obligations; and (ii) each Parallel Debt represents the European Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt from relevant the Parallel Obligor. (d) To the extent that a Loan Parties shall have paid the European Agent irrevocably (onaantastbaar) receives any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to itof a Parallel Obligor, the total European Agent shall distribute such amount due and payable under among the Loan Documents Secured Parties who are creditors of the Corresponding Obligations of such Parallel Obligor in accordance with Section 5.02 of the US Collateral Agreement relating to the distribution of proceeds. Upon irrevocable (onaantastbaar) receipt by a Secured Party of any amount so distributed to it (“Received Amount”), the Corresponding Obligations of such Parallel Obligor to the relevant Secured Party shall be decreased reduced by amounts totaling an amount (“Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in as a payment of the applicable Obligations. (e) In Corresponding Obligations on the event date of a resignation receipt by such Secured Party of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableReceived Amount.

Parallel Debt. (a) Without prejudice to the provisions Each of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as they may exist from time to time (each a “Parallel Debt Obligation”). Each Parallel Debt Obligation will be payable in the terms and conditions currency or currencies of the relevant Corresponding Obligations. (b) Each Parallel Debt Obligation of a Loan Documents, including for Party will become due and payable (opeisbaar) as and when one or more of the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations Corresponding Obligations of such Loan Party become due and payable. (c) Each of the parties hereto hereby acknowledges that: (i) each Parallel Debt Obligation constitutes an undertaking, obligation and liability of the relevant Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Corresponding Obligations; and (ii) each Parallel Debt Obligation represents the Collateral Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt Obligation from the extent relevant Loan Party, (iii) it being understood, in each case, that pursuant to this Section 9.19 the amount which may become payable by a Loan Parties Party as its Parallel Debt Obligation shall have paid any never exceed the total of the amounts to which are payable under the Corresponding Obligations of such Loan Party. (d) For the avoidance of doubt, the parties hereto confirm that in accordance with this Section 9.19, the claim of the Collateral Agent (or any sub-agent thereof) under the against a Loan Party in respect of a Parallel Debt owed Obligation and the claims of anyone or more of the Lenders against such Loan Party in respect of the Corresponding Obligations payable by such Loan Party to such Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Civil Code (“NCC”) and that the provisions relating to common property shall not apply. If, however, it or shall be held that such claim of the Collateral Agent and such claims of any one or more of the Lenders do constitute common property and the provisions relating to common property do apply, the parties agree that this Agreement shall constitute the administration agreement (or beheersregeling) within the meaning of article 3:168 NCC. (e) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to itObligation of a Loan Party, the total Collateral Agent shall distribute that amount due and payable under among the Lenders that are creditors of the Corresponding Obligations of that Loan Documents Party in accordance with Section 9.23 of this Agreement relating to the distribution of proceeds. Upon irrevocable receipt by the Collateral Agent of any amount so received by it (a “Received Amount”), the Corresponding Obligations of that Loan Party to the relevant Lender(s) shall be decreased reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in as a payment of the applicable Obligations. (e) In Corresponding Obligations on the event date of a resignation receipt by that Lender of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableReceived Amount.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay (each such payment undertaking, a “Parallel Debt”) to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts due by that Credit Party in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)time. (b) The Parallel Debt of each Credit Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. A payment default in respect of the Corresponding Obligations which constitutes an Event of Default shall constitute a “default” (verzuim) within the meaning of Section 3:248 of the Curacao Civil Code and Section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant Credit Party; (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Credit Party, it being understood, in each case, that pursuant to this paragraph (c), the total amount which may become due under the payable by each Credit Party by way of Parallel Debt Debts shall never not exceed at any time the total amount of the amounts which may become due are payable under or in connection with the Loan Documents; provided, further, Corresponding Obligations of that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.Credit Party at such time; (ciii) Every payment of monies made an amount paid by a Loan Credit Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto respect of the covenant Parallel Debt will discharge the liability of the Credit Parties under the Corresponding Obligations in an equal amount and an amount paid by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating a Credit Party to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive in respect of the amount Corresponding Obligations will discharge the liability of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and Credit Parties under the relevant liability shall be deemed not to have been discharged.Parallel Debt in an equal amount; (div) Subject to for the provision in paragraph (c) purpose of this Section 12.116.05, but notwithstanding the Collateral Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party and holds neither its claim resulting from a Parallel Debt nor any Curacao Security Document or Dutch Law Security Document on trust; (v) for purposes of the other provisions Curacao Security Documents or the Dutch Law Security Documents, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debts have been assigned to and assumed by the successor agent appointed in accordance with Section 6.03 of this Agreement; (vi) the Collateral Agent will reasonably cooperate in assigning its rights and obligations under each Parallel Debt to a successor agent in accordance with Section 12.11:6.03 of this Agreement and will reasonably cooperate in transferring all rights and obligations under any Curacao Security Documents or Dutch Law Security Documents to such successor agent. All Credit Parties hereby, in advance, irrevocably grant their cooperation (medewerking) to the transfer of all rights and obligations by the Collateral Agent to a successor agent in accordance with Section 6.03 of this Agreement; and (vii) for clarity, it is understood and agreed that (i) the total amount due First Lien Obligations as of the date hereof consist solely of obligations constituting “Secured Obligations” under and payable as defined in the Existing Intercreditor that remain outstanding as of the date hereof and (i) the Corresponding Obligations under Section 6.05 consist solely of First Lien Obligations and do not include any obligations that would not constitute “Secured Obligations” under and as defined in the Existing Intercreditor and therefore the Parallel Debt under this Section 12.11 shall be decreased to 6.05 is the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf same Parallel Debt and consists of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under same obligations as the Parallel Debt owed to it or under and as defined in the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsExisting Intercreditor. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes to pay to Bank of America, N.A. in its capacity as Administrative Agent amounts equal to the provisions amounts due in respect of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the such Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency Party's Corresponding Obligations as the Obligations they may exist from time to time due by such time. The payment undertakings of each Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall under this Section 10.25 are each to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “a "Parallel Debt”)". (b) Each Loan Party Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the Collateral Agent extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (and any sub-agent thereofc) acknowledge that Each of the parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the relevant Loan Documents which such Loan Party has to the Secured Parties and Party; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of each Parallel Debt from the Parallel Debt; provided relevant Loan Party, (iii) it being understood, in each case, that the total amount amounts which may become due under the be payable by each Loan Party as Parallel Debt at any time shall never exceed the total amount of the amounts which may become due are payable under or in connection with the Loan Documents; provided, further, Corresponding Obligations at that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documenttime. (cd) Every payment of monies made An amount paid by a Loan Party to the Collateral Administrative Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue in respect of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto a Parallel Debt will discharge the liability of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies Corresponding Obligations in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationsan equal amount. (e) In For the event purpose of a resignation this Section 10.25, the Administrative Agent acts in its own name and for the benefit of the Collateral Secured Parties, but not as representative of the Secured Parties. (f) For purposes of any Lien governed by Dutch law, any resignation by, or removal of, the Administrative Agent or 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 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 of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant Netherlands Security Document to such successor administrative agent. All other parties to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel DebtAgreement hereby, in each case advance, irrevocably grant their cooperation (medewerking) to such transfer of all rights and obligations by the Administrative Agent to a successor Collateral Agent or sub-administrative agent, as applicable.

Parallel Debt. In this Section 14.15, (ax) Without prejudice “Corresponding Liabilities” means the obligation of a Loan Party, but excluding its Parallel Liability and (y) “Parallel Liability” means a Loan Party’s undertaking pursuant to this Section 14.15. Each Loan Party irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate amount of the Corresponding Liabilities (as these may exist from time to time). For purposes of this Section 14.15: (a) a Loan Party’s Parallel Liability is due and payable at the same time as, for the same amount of and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). its Corresponding Liabilities; (b) Each a Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Party’s Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Liability is decreased to the Collateral Agent extent that its Corresponding Liabilities have been irrevocably paid or discharged and its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged; (c) a Loan Party’s Parallel Liability is independent and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such its Corresponding Liabilities, and constitutes a single DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 obligation of that Loan Party has to the Secured Parties and Agent (ii) even though that Loan Party may owe more than one separate claim of the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Agent to receive payment of the Parallel Debt; provided Liability (in its capacity as the independent and separate creditor of that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any subLiability and not as a co-agent thereof shall exercise its rights with creditor in respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(aCorresponding Liabilities)); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) for purposes of this Section 12.1114.15, but notwithstanding any the Agent acts in its own name and not as agent, representative or trustee of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or and accordingly holds neither its claim resulting from Parallel Liability nor any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) Lien securing a Parallel Liability on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationstrust. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by that Dutch Collateral Party in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. They payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Dutch Collateral Parties under this Section 9.12 (Parallel Debt) is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Debt”). (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of its Corresponding Obligations and will become due and payable 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 Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant pledgor; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this Section 9.12(c) the total amount which may become due under payable by each of the Dutch Collateral Parties as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedconnection with its Corresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Administrative Agent ▇▇▇▇▇▇ confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to a Parallel Debt, the extent Administrative Agent shall distribute that a Loan Parties shall have paid amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Administrative Agent and the Lenders as a payment of the applicable ObligationsCorresponding AmericasActive:16021031.13 Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 9.12 the Administrative Agent acts in its own name and on behalf of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Lender.

Parallel Debt. 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 and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Principal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each Loan Party (a) 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 (b) represents the Administrative Agent’s own claim to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent 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. For the purpose of this Section 9.9, the Administrative Agent acts in its own name and for itself and not as agent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the other Loan Documents, including for the avoidance parties hereto acknowledge and agree with the creation of doubt, Parallel Debt obligations by any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party which agrees to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party provide security pursuant to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan a Netherlands Security Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by that Dutch Collateral Party in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. They payment undertaking of each of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall Dutch Collateral Parties under this Section 9.12 (Parallel Debt) is to be owing referred to as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Debt”). (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of its Corresponding Obligations and will become due and payable 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 Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant pledgor; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, (iii) it being understood, in each case, that pursuant to this Section 9.12(c) the total amount which may become due under payable by each of the Dutch Collateral Parties as its Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedconnection with its Corresponding Obligations. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due The Administrative Agent ▇▇▇▇▇▇ confirms and payable as Parallel Debt under this Section 12.11 shall be decreased accepts that to the extent that a Loan Party shall have paid any amounts to the Collateral Administrative Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to a Parallel Debt, the extent Administrative Agent shall distribute that a Loan Parties shall have paid amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies amount in payment of the a Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased 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 said amounts the Deductible Amount were received directly in by the Administrative Agent and the Lenders as a payment of the applicable ObligationsCorresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) In For the event purpose of a resignation this Section 9.12 the Administrative Agent acts in its own name and on behalf of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Lender.

Parallel Debt. (a) Each Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to the aggregate amount payable (verschuldigd) by such Borrower in respect of its Corresponding Obligations as they may exist from time to time. The payment undertaking of each Borrower to the Collateral Agent under this paragraph (a) is hereinafter to be referred to as “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations. (b) Each Parallel Debt will become due and payable (opeisbaar) as and when one or more Corresponding Obligations become due and payable. (c) Each of the parties to this Agreement hereby acknowledges that: (i) Each Parallel Debt constitutes an undertaking, obligation and liability of the relevant Borrower to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations; and (ii) Each Parallel Debt represents the Collateral Agent’s own separate and independent claim (eignen en zelfstandige vordering) to receive payment of such Parallel Debt from relevant Borrower. (d) The Collateral Agent shall distribute such amount received from the payment of Parallel Debt among the Secured Creditors who are creditors of the Corresponding Obligations of such Borrower in accordance with Section 9.02 of the U.S. Security Agreement relating to the distribution of proceeds. Upon irrevocable (onaantastbaar) receipt by a Secured Creditor or any amount so distributed to it (“Received Amount”), the Corresponding Obligations of such Borrower to the relevant Secured Creditor shall be reduced by amounts totaling an amount (“Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations on the date of receipt by such Secured Creditor of the Received Amount. (e) The Collateral Agent is hereby authorized by the Secured Creditors that are a party to this Agreement to execute and deliver any documents necessary or appropriate to create the rights of pledge governed by the laws of the Netherlands for the benefit of the Secured Creditors. (f) Without prejudice to the provisions of this Agreement and the Security Documents other Loan Documents, the parties hereto acknowledge and for agree with the purpose of preserving the initial and continuing validity creation of the security interests parallel debt obligations described in the Collateral granted and to be granted any Parallel Debt, including that any payment received by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit in respect of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions Parallel Debt will be deemed a satisfaction of a pro rata portion of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment amounts 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 Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party which agrees to provide security expressed to be governed by Dutch law (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the amounts due by that Dutch Collateral Party in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such time. The payment undertaking and the obligations and liabilities which of each Dutch Collateral Party under this Article 8 (Parallel Debt) are the result thereof the each to be referred to as a “Parallel Debt”). (b) The Parallel Debts of each Dutch Collateral Party will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the 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 of the Dutch Civil Code with respect to the Parallel Debts without any notice being required. (c) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities of each Loan Party liability to the Collateral Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Corresponding Obligations under of the Loan Documents which such Loan Party has to the Secured Parties and relevant Dutch Collateral Party; and (ii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the relevant Dutch Collateral Party, it being understood, in each case, that pursuant to this clause (c), the total amount which may become due under the payable by each Dutch Collateral Party as a Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained amounts which are payable under or in Section 12.11(a); provided connection with the Corresponding Obligations at that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedtime. (d) Subject to For the provision in paragraph (c) purpose of this Section 12.11, but notwithstanding any of Article 8 the other provisions of this Section 12.11: (i) the total amount due Administrative Agent acts in its own name and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due itself and payable under the Loan Documents shall be decreased not as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicabletrustee or representative of any other Secured Party.

Parallel Debt. (ai) Without prejudice The Borrower hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and the aggregate amount due by it in respect of the same currency Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with the terms and conditions time. The payment undertaking of the Loan DocumentsBorrower under this Section 8.02(e) is to be referred to as its “Parallel Debt”. (ii) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the 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 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (iii) Each of the parties to this Agreement hereby acknowledges that: (a) the Parallel Debt constitutes an undertaking, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate obligation and independent obligations of such Loan Party liability to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and Corresponding Obligations; and (iib) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided Debt from the Borrower, it being understood, in each case, that pursuant to this Section 8.02(e) the total amount which may become due under payable by the Borrower as the Parallel Debt shall never exceed the total amount of the amounts which may become due are payable under or in connection with the Loan Documents; provided, further, that Corresponding Obligations. (iv) To the extent the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt, the Collateral Agent (or any sub-agent thereof) under shall distribute that amount in accordance with Section 2.13 of this Agreement as if received by it in payment of the Parallel Debt owed to it or Corresponding Obligations. Upon irrevocable receipt by the Collateral Agent (or of any sub-agent thereof) shall have otherwise received monies amount in payment of the Parallel Debt owed to it(a “Received Amount”), the total amount due and payable under the Loan Documents Corresponding Obligations shall be decreased reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if said amounts the Deductible Amount were received directly in by the Collateral Agent as a payment of the applicable ObligationsCorresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount. (ev) In For the event purpose of a resignation of this Section 8.02(e), but subject to paragraph (iv) above, the Collateral Agent or any acts in its own name and on behalf of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicablerepresentative or trustee of any other Lender.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as and to the terms and conditions extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of the another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan DocumentsParty, including for the avoidance to preserve its entitlement to be paid that amount. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.23(a) is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the be referred to as its “Parallel Debt”). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the 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 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under paragraph (ia) are several and are separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amounts for this purpose which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) the Administrative Agent shall not demand payment with regard to the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) the Administrative Agent shall not demand payment with regard to the Corresponding Obligations of each Loan Party to the extent that such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. The amount which may become payable by the Loan Parties as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (d) The Administrative Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment under this Section 10.23. (g) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 or under any other provision 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 Loan Documents; provided), further, that each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. , except in its capacity as lender thereunder and (cy) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue purpose of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if vote taken under any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to In respect of ensuring the provisions validity and enforceability of this Agreement and the any Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted Document governed by the Loan Parties law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts payable by it in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan a Credit Party to the Collateral Agent (or any sub-agent thereofunder this Section 12.24(a) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the is hereinafter to be referred to as a “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan the applicable Credit Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents Corresponding Obligation to which such Loan Party has to the Secured Parties it corresponds; and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that the total amount which may become due under the such Parallel Debt shall never exceed from the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentapplicable Credit Party. (c) Every payment of monies made by a Loan Party to To the extent the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt of a Credit Party, the Collateral Agent (or any sub-agent thereof) under shall distribute such amount among the Parallel Debt owed to it or Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed Corresponding Obligation to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationswhich it corresponds. (ed) In the event Upon irrevocable receipt by a Lender of any amount on a resignation of distribution by the Collateral Agent or any of its sub-agents or the appointment under Section 12.24(c) in respect of a new Collateral Agent or sub-agent pursuant to this Agreementpayment on a Parallel Debt, the retiring or replaced Collateral Agent or sub-agent shall (i) assign Corresponding Obligation to which the Parallel Debt owed to it (but not corresponds shall be reduced by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablesame amount.