Common use of Parallel Debt Clause in Contracts

Parallel Debt. Notwithstanding any other provision of this Agreement, the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by 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 payable by a Loan Party to the 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 amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 12.28.

Parallel Debt. Notwithstanding any other provision (a) For the purpose of this AgreementSection 10.20, “Corresponding Obligations” means each Loan Party’s Obligations other than the Parallel Debt. (b) Each Loan Parties Party hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Agent, as creditor in acting on its own right behalf and not as representative of the other Secured Partiesagent for any person, sums an amount equal to and in the currency of Corresponding Obligations (such payment undertakings by each amount payable by such Loan Party to Secured Parties under the Loan Documents Administrative Agent, hereinafter referred to as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). . (c) 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 Parallel Debt will become due and payable by a in the currency or currencies of the Corresponding Obligations as and when one or more of the Corresponding Obligations become due and payable. (d) Each of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and liability of each Loan Party to the Administrative Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (which is transferable and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights Corresponding Obligations; (ii) the Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from each Loan Party and (iii) the Liens granted under the Loan Documents to the Administrative Agent to receive secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust, it being understood, that the amount which may become payable by each Loan Party under or pursuant to the Parallel Debt from time to time shall never exceed the aggregate amount which is payable under the relevant Corresponding Obligations from time to time. (e) For the purpose of this Section 10.20 the Administrative Agent acts in its own name and on behalf of itself (for the benefit of the Secured Parties and each subsequent maker of any Loan by its making thereof) and not as agent or representative of any of the Secured Parties and each subsequent maker of any Loan by its making thereof. (f) To the extent the Administrative Agent irrevocably receives any amount in payment of 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. For the avoidance of doubt, to the extent the Administrative Agent irrevocably receives any amount in payment of the Corresponding Obligations, the Parallel Debt shall be reduced accordingly as if such payment was received as a payment of the Parallel Debt. All amounts received or recovered by the Administrative Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be applied in accordance with this Agreement. Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 12.2810.20 or under any other provisions of the Loan Documents or any Secured Cash Management Agreement or Secured Hedge Agreement) each Loan Party acknowledges that (i) nothing in this Section 10.20 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, except in its capacity as Lender, Cash Management Bank or Hedge Bank and (ii) for the purpose of any vote taken under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender, Cash Management Bank or Hedge Bank.

Parallel Debt. Notwithstanding To grant the security pursuant to any other provision of this AgreementDutch Security Agreement to the European Collateral Agent, the each European Loan Parties hereby Party irrevocably and unconditionally undertake undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums European Collateral Agent amounts equal to and in the currency of each amount payable any amounts owing from time to time by such a European Loan Party to Secured Parties any Guaranteed Party under the any Loan Documents Document as and when that amount falls due for payment under those amounts are due. Each European Loan Party and the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment and the Guaranteed Parties acknowledge that the obligations of the amounts payable by each Loan Party under this Section 12.289.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, irrespective and shall not in any way limit or affect, the corresponding obligations 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 payable by a that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the Administrative Agent amounts for which each Loan Party is liable under this Section 12.28 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the other Secured Parties have received case of guarantee obligations) discharged; and (and are able to retainb) payment in full the Corresponding Debt of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a each Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the Administrative Agent has received case of guarantee obligations) discharged; and (and is able to retainc) payment in full the amount of the corresponding Parallel Debt of each Loan Party shall at all times be equal to the amount of its Corresponding Debt. (a) For the purpose of this Section 9.21, the European Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Guaranteed Party, and its claims in respect of each Parallel Debt shall not be held on trust. (b) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt. (c) All monies received or recovered by the European Collateral Agent pursuant to this Section 9.21, and all amounts received or recovered by the European Collateral Agent from or by the enforcement of any Lien granted to secure each Parallel Debt, shall be applied in accordance with Section 2.18(b). (d) Without limiting or affecting the European Collateral Agent ‘s rights against the Loan Parties (whether under this Section 12.28. The rights 9.21 or under any other provision of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by Loan Documents), each Loan Party acknowledges that: (a) nothing in this Section 9.21 shall impose any obligation on the European Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Guaranteed Party; and (b) for the purpose of any vote taken under any Loan Documents are several and are separate and independent from, and without prejudice toDocument, the rights European Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Guaranteed Party. For the avoidance of doubt: (a) the Administrative Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and (b) a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to receive payment under this Section 12.28a Dutch Security Agreement is enforced by the European Collateral Agent.

Parallel Debt. Notwithstanding For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under the Security Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as trustee or agent for the Secured Parties, notwithstanding any contrary provision of this Agreement, the in any Loan Parties hereby Document: (a) each Loan Party irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentCollateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable actual or contingent amounts owing by such Loan Party to a Secured Parties Party under or in connection with the Loan Documents as and when that amount falls the same fall due for payment under or in connection with the relevant Loan Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as of the date of this Agreement) and (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document or would have fallen due but for any discharge resulting from failure as a result of another Secured Party to take appropriate stepsinvalidity, in insolvency proceedings affecting such illegality, or unenforceability of a Loan Party, to preserve its entitlement to be paid that amount Document (the “Parallel DebtOriginal Obligations”). The Administrative ; (b) the Collateral Agent shall have its own independent right to demand payment claim performance of the amounts payable by each Loan Party under this Section 12.28Parallel Obligations (including, irrespective without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any discharge kind of such Loan Party’s obligation to pay those amounts to insolvency proceedings) and the other Parallel Obligations shall not constitute the Collateral Agent and any Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the Secured Parties resulting from failure by them shall have an independent right to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. Any amount due demand payment; (d) notwithstanding clauses (b) and payable by a Loan Party to (c) above: (i) the Administrative Agent under this Section 12.28 Parallel Obligations shall be decreased to the extent that the other Secured Parties have received Collateral Agent receives (and are able to retainretains) and applies any payment in full against the discharge of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party its Parallel Obligations to the other Secured Parties under those provisions Collateral Agent and the Original Obligations shall be decreased to the extent that the Administrative Agent has received same extent; (and is able to retainii) payment in full by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding amount to that Original Obligation; (e) the Parallel Obligations are owed to the Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Collateral shall secure the Parallel Obligations so owing to the Collateral Agent in its capacity of creditor of the Parallel Obligations; (f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join any proceedings as co-claimant with the Collateral Agent in respect of any claim by the Collateral Agent against a Loan Party under this Section 12.28. The rights of the Secured Parties 9.24; (other than the Administrative Agentg) to receive payment of amounts payable by each Loan Party agrees that: (i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.24 will not affect any claim of a Secured Party against such Loan Party under or in connection with the Loan Documents; and (ii) any defect affecting a claim of a Secured Party against any Loan Party under or in connection with the Loan Documents are several and are separate and independent from, and without prejudice to, the rights will not affect any claim of the Administrative Collateral Agent to receive payment under this Section 12.289.24; and (h) if the Collateral Agent returns to any Loan Party, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Collateral Agent.

Parallel Debt. Notwithstanding For the purpose of taking and ensuring the continuing validity of each Lien on the Collateral granted under any Security Documents governed by the laws of (or to the extent affecting assets situated in) Switzerland or any other jurisdiction in which an effective Lien cannot be granted in favor of the Collateral Agent as trustee or agent for the Secured Parties, notwithstanding any contrary provision of this Agreement, the in any Loan Parties hereby Document: (a) each Loan Party irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentCollateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable actual or contingent amounts owing by such Loan Party to a Secured Parties Party under or in connection with the Loan Documents as and when that amount falls the same fall due for payment under or in connection with the relevant Loan Documents (including, for the avoidance of doubt, any change, extension or increase in those obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Loan Document, in each case whether or not anticipated as of the date of this Agreement) and (ii) any amount which such Loan Party owes to a Secured Party as a result of a party rescinding a Loan Document or would have fallen due but for any discharge resulting from failure as a result of another Secured Party to take appropriate stepsinvalidity, in insolvency proceedings affecting such illegality, or unenforceability of a Loan Party, to preserve its entitlement to be paid that amount Document (the “Parallel DebtOriginal Obligations”). The Administrative ; (b) the Collateral Agent shall have its own independent right to demand payment claim performance of the amounts payable by each Loan Party under this Section 12.28Parallel Obligations (including, irrespective without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any discharge kind of such Loan Party’s obligation to pay those amounts to insolvency proceedings) and the other Parallel Obligations shall not constitute the Collateral Agent and any Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the Secured Parties resulting from failure by them shall have an independent right to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. Any amount due demand payment; (d) notwithstanding clauses (b) and payable by a Loan Party to (c) above: (i) the Administrative Agent under this Section 12.28 Parallel Obligations shall be decreased to the extent that the other Secured Parties have received Collateral Agent receives (and are able to retainretains) and applies any payment in full against the discharge of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party its Parallel Obligations to the other Secured Parties under those provisions Collateral Agent and the Original Obligations shall be decreased to the extent that the Administrative Agent has received same extent; (and is able to retainii) payment in full by a Loan Party of its Original Obligations to the relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Loan Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding amount to that Original Obligation; (e) the Parallel Obligations are owed to the Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Collateral shall secure the Parallel Obligations so owing to the Collateral Agent in its capacity of creditor of the Parallel Obligations; (f) each Loan Party irrevocably and unconditionally waives any right it may have to require a Secured Party to join any proceedings as co-claimant with the Collateral Agent in respect of any claim by the Collateral Agent against a Loan Party under this Section 12.28. The rights of the Secured Parties 9.24; (other than the Administrative Agentg) to receive payment of amounts payable by each Loan Party agrees that: (i) any defect affecting a claim of the Collateral Agent against any Loan Party under this Section 9.23 will not affect any claim of a Secured Party against such Loan Party under or in connection with the Loan Documents; and (ii) any defect affecting a claim of a Secured Party against any Loan Party under or in connection with the Loan Documents are several and are separate and independent from, and without prejudice to, the rights will not affect any claim of the Administrative Collateral Agent to receive payment under this Section 12.289.23; and (h) if the Collateral Agent returns to any Loan Party, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Collateral Agent.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of this Agreement, Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative Agent, as creditor in its own right and not as representative Collateral Agent (or any sub-agent thereof) for the benefit of the other Secured Parties, sums an amount equal to and in the same currency of each amount payable as the Obligations from time to time due by such Loan Party to Secured Parties under in accordance with the terms and conditions of the Loan Documents Documents, including for the avoidance of doubt, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as separate and when that amount falls due for payment under the relevant independent obligations of such Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate stepseach of (i) the Collateral Agent (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, in insolvency proceedings affecting such Loan Partytogether with the Collateral Agent Parallel Debt, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment Solely for the purposes of the amounts payable Collateral Documents governed by Russian law, the Collateral Agent acts as a joint and several creditor with each Secured Party. (b) Each Loan Party under and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this Section 12.28purpose the Collateral Agent Parallel Debt constitutes undertakings, irrespective obligations and liabilities 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 payable by a each Loan Party to the Administrative Collateral 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 amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and 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 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 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 and any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement). (c) 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 Loan Party contained in Section 10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 10.22, but notwithstanding any of the other provisions of this Section 10.22: (i) the total amount due and payable as Collateral Agent Parallel Debt and Sub-Agent Parallel Debt under this Section 10.22 shall be each decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) or to the Administrative Agent on behalf of the Secured Parties or any of them to receive reduce the outstanding principal amount of the Obligations or the Collateral Agent (or any sub-agent thereof) or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the Obligations; and (ii) to the extent that a Loan Party shall have paid any amounts to the Administrative Agent or to the Collateral Agent (or any sub-agent thereof) under the applicable Parallel Debt or the Administrative Agent or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the applicable Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the 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 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 12.2810.01 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. (a) Notwithstanding any other provision of this Agreement, the Loan Parties Agreement each Obligor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Security Agent expressly (including any successor Security Agent), as creditor in its own right and not as representative (vertegenwoordiger) of the other Secured Finance Parties, sums equal to and in the currency of each amount payable by such Loan Party the Obligors to Secured each of the Finance Parties under each of the Loan Finance Documents as and when that amount falls due for payment under the relevant Loan Finance Document or would have fallen due but for any suspension of payment, moratorium, discharge resulting from failure by operation of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount law or analogous event (the “"Parallel Debt”"). . (b) The Administrative Security Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party the Obligors under this Section 12.28, Clause 27.2 irrespective of any suspension, extinction or any other discharge for any reason whatsoever (otherwise than by payment) of such Loan Party’s the Obligors' obligation to pay those amounts to the other Secured Finance Parties resulting from failure other than a discharge by them virtue of payment which those Finance Parties are entitled to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. retain. (c) Any amount due and payable by a Loan Party any Obligor to the Administrative Security Agent under this Section 12.28 Clause 27.2 shall be decreased to the extent that the other Secured Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Finance Documents and any amount due and payable by a Loan Party the Obligors to the other Secured Finance Parties under those provisions shall be decreased to the extent that the Administrative Security Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. Clause 27.2. (d) The rights of the Secured Finance Parties (other than the Administrative Security Agent) to receive payment of amounts payable by each Loan Party the Obligors under the Loan Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Security Agent to receive payment under this Section 12.28Clause 27.2.

Parallel Debt. (a) Notwithstanding any other provision of this AgreementAgreement and solely for the purpose of ensuring and preserving the validity and continuity of certain of the Collateral Documents and subject, as provided below, each of the Loan Parties hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentAgent or the Collateral Agent (aas applicable), as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each and any of the Secured Parties under any of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Guarantor, to preserve its entitlement to be paid that amount (the “Parallel Debt”). . (b) The Administrative Agent or the Collateral Agent (as applicable) shall have its own independent right to demand payment of the amounts payable by each Guarantor under the Loan Party under this Section 12.28Documents, irrespective of any discharge of such Loan PartyGuarantor’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 that Loan Party, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party to the Administrative Agent or the Collateral Agent (as applicable) under this Section 12.28 10.26 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent or the Collateral Agent (as applicable) has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. thereunder. (d) The rights of the Secured Parties (other than the Administrative Agent or the Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, but without duplication of, the rights of the Administrative Agent and the Collateral Agent (as applicable) to receive payment under this Section 12.2810.26.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of the Credit Agreement and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by the Pledgor under or pursuant to this Agreement, Deed the Loan Parties Pledgor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums Pledgee amounts equal to and in the currency of each amount payable the Foreign Obligations from time to time due by such Loan Party to Secured Parties under the Pledgor in accordance with the terms and conditions of the Loan Documents as (such payment undertaking and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (obligations and liabilities which are the result thereof the “Parallel Debt”). ; (b) The Administrative Agent shall have its own independent right to demand payment Pledgor and the Pledgee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the amounts payable by each Loan Party Pledgor to the Pledgee 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 payable by a Loan Party to the 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 amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and Deed which are separate and independent from, and without prejudice to, the rights corresponding Foreign Obligations which the Loan Parties have to any of the Administrative Agent Guaranteed Parties and (ii) that the Parallel Debt represents the Pledgee’s own claims (vorderingen op naam) 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 Foreign Obligations. (c) Every payment of monies made by a Loan Party to any of the Guaranteed Parties shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Pledgor contained in Clause 2.1(a), provided that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Pledgee shall be entitled to receive the amount of such payment from the Pledgor and the Pledgor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in Clause 2.1(c), but notwithstanding any of the other provisions of this Clause 2: (i) the total amount due and payable as Parallel Debt under this Section 12.28Clause 2 shall be decreased to the extent a Loan Party shall have paid any amounts to any of the Guaranteed Parties to reduce the outstanding Foreign Obligations or any of the Guaranteed Parties otherwise receives any amount in payment of the Foreign Obligations; and (ii) to the extent that the Pledgor shall have paid any amounts to the Pledgee under the Parallel Debt or the Pledgee shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Foreign Obligations shall be decreased as if said amounts were received directly in payment of the Foreign Obligations. (e) The Pledgee, by signing this Deed, acknowledges the provisions of Clause 2.1 on behalf of the Loan Parties. (f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Pledgee which it has applied in reduction of its claim under the Parallel Debt in accordance with the terms of this Deed, as if the corresponding claim under the Foreign Obligations of the Loan Parties has not been discharged.

Parallel Debt. (a) Notwithstanding any other provision of this AgreementAgreement and solely for the purpose of ensuring and preserving the validity and continuity of certain of the Collateral Documents and subject, as provided below, each of the Loan Parties hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentAgent or the Collateral Agent (aas applicable), as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each and any of the Secured Parties under any of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Guarantor, to preserve its entitlement to be paid that amount (the “Parallel Debt”). . (b) The Administrative Agent or the Collateral Agent (as applicable) shall have its own independent right to demand payment of the amounts payable by each Guarantor under the Loan Party under this Section 12.28Documents, irrespective of any discharge of such Loan PartyGuarantor’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 that Loan Party, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party to the Administrative Agent or the Collateral Agent (as applicable) under this Section 12.28 10.26 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent or the Collateral Agent (as applicable) has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. thereunder. (d) The rights of the Secured Parties (other than the Administrative Agent or the Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, but without duplication of, the rights of the Administrative Agent and the Collateral Agent (as applicable) to receive payment under this Section 12.2810.26. [Signatures Intentionally Omitted.] Warrant No. [•] Original Issue Date: June 5, 2025 iRobot Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”) and on or prior to 5:00 p.m. (New York City time) on June 5, 2035 (the “Termination Date”) but not thereafter, subject to the following terms and conditions.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of this Agreement, 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 undertake to pay to the Administrative Agent, as creditor in its own right and not as representative Collateral Agent (or any sub-agent thereof) for the benefit of the other any Secured Parties, sums an amount equal to and in the same currency of each amount payable 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 under (such payment undertaking and the Loan Documents as obligations and when that amount falls due for payment under liabilities which are the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (result thereof the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each . (b) Each Loan Party under and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this Section 12.28purpose the Parallel Debt constitutes undertakings, irrespective obligations and liabilities 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 payable by a each Loan Party to the Administrative Collateral Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (and are able to retainany sub-agent thereof) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and which are separate and independent from, and without prejudice to, the rights of corresponding Obligations under the Administrative Agent 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 Table of Contents general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.2812.11 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. Notwithstanding (a) Subject to the limitations set out in each guarantee and notwithstanding any other provision of this Agreement, the Loan Parties each Obligor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Secured Interim Finance Parties, sums equal to and in the currency of each amount payable by such Loan Party that Obligor to Secured each of the other Interim Finance Parties under each of the Loan Interim Finance Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure Interim Finance Document. (b) The Interim Security Agent shall hold the claims against the Obligors under the parallel debt structure in this Clause 14.9 in accordance with Clause 15.11 (Role of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”Interim Security Agent). The Administrative Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 14.9 among the Interim Finance Parties in accordance with the provisions of this Agreement. (c) The Interim Security Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party an Obligor under this Section 12.28Clause 14.9, irrespective of any discharge of such Loan Party’s that Obligor's obligation to pay those amounts to the other Secured Interim Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Obligor, to preserve their entitlement to be paid those amounts. , provided that: (i) the amounts for which each Obligor is liable under its parallel debt: (A) shall be decreased to the extent that its corresponding debt towards an Interim Finance Party has been irrevocably paid (or, in the case of guarantee obligations, discharged); or (B) shall be increased to the extent that the corresponding debt towards an Interim Finance Party has been increased; (ii) the corresponding debt of each Obligor shall be decreased to the extent that its parallel debt has been irrevocably paid (or, in the case of guarantee obligations, discharged); and (iii) the parallel debt of an Obligor shall not exceed its corresponding debt towards the Interim Finance Parties. (d) Any amount due and payable by a Loan Party an Obligor to the Administrative Interim Security Agent under this Section 12.28 Clause 14.9 shall be decreased to the extent that the other Secured Interim Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Interim Finance Documents and any amount due and payable by a Loan Party an Obligor to the other Secured Interim Finance Parties under those provisions shall be decreased to the extent that the Administrative Interim Security Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28Clause 14.9. The rights of the Secured Interim Finance Parties (other than the Administrative Interim Security Agent) to receive payment of amounts payable by each Loan Party Obligor under the Loan Interim Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Interim Security Agent to receive payment under this Section 12.28Clause 14.9.

Parallel Debt. (a) Notwithstanding any other provision of this Agreementany Loan Document, with respect to the Obligations of the Company under the Loan Parties Documents, each Loan Party that is a Domestic Subsidiary of the Company hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties in respect of the Obligations of the Company under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan PartyParty or any Domestic Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Loan Parties described in this paragraph being referred to as the “Parallel DebtDebt A”). . (b) Notwithstanding any other provision of any Loan Document, with respect to the Obligations of the Dutch Borrower under the Loan Documents, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties in respect of the Obligations of the Dutch Borrower under each of the Loan Documents and Secured Hedge Agreements as and when that amount falls due for payment under the relevant Loan Document or Secured Hedge Agreements or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Loan Parties described in this paragraph being referred to as the “Parallel Debt B” and Parallel Debt A and Parallel Debt B shall be referred to as the “Parallel Debts”). (c) The Administrative Agent shall have its own independent right to demand payment of the amounts any Parallel Debt payable by each Loan Party under this Section 12.289.14, irrespective of any discharge of the obligation of such Loan Party’s obligation Party to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan PartyParty or any Subsidiary thereof, to preserve their entitlement to be paid those amounts. . (d) Any amount in respect of any of the Administrative Agents Parallel Debts due and payable by a Loan Party to the Administrative Agent under this Section 12.28 9.14 shall be decreased to the extent that any of the other Secured Parties have received (and are able have not returned or repaid to retainthe relevant Loan Party) payment in full of the corresponding amount under the other provisions of the Loan Documents Documents, Secured Hedge Agreements or Secured Cash Management Agreements and any amount due and payable by a such 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 in respect of its Parallel Debt under this Section 12.289.14 against such Loan Party. The Each Secured Party hereby expressly and irrevocably authorizes the Collateral Agent to agree (for and on behalf of such Secured Party) to any provision on terms equivalent to the preceding sentence for the purpose of any parallel debt provision of any Loan Party in any other Loan Document, including (without limitation) any Guaranty, and agrees to be equally bound by such provision in such other Loan Document. (e) Subject to the foregoing provisions of this Section 9.14, the rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each a Loan Party under the Loan Documents Documents, Secured Hedge Agreements or Secured Cash Management Agreements are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment of any of its Parallel Debt against any Loan Party under this Section 12.289.14. (f) For purposes of this Section, the Administrative Agent acts in its own name and not as agent, representative or trustee of any of the Secured Parties and neither its claims in respect of any Parallel Debt nor security in respect of these claims shall be held on trust. (g) All amounts received or recovered by the Administrative Agent in connection with this Section 9.14, to the extent permitted by applicable law, shall be applied in accordance with Section 8.03.

Parallel Debt. (a) Notwithstanding any other provision in any Loan Document to the contrary, each Loan Party hereby undertakes, by way of this Agreementan abstract acknowledgement of debt and as an independent payment obligation, the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative Agent, as a creditor in its own right and not as a representative of the other Secured Parties, sums equal to all and in the currency of each amount payable any amounts which are owed by such Loan Party to Secured Parties under or in connection with the Loan Documents to the Secured Parties from time to time (“Parallel Debt”, abstraktes Schuldanerkenntnis) as and when that amount falls any of such amounts fall due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount Document. (the “Parallel Debt”). b) The Administrative Agent shall have its own an 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. Parallel Debt. (c) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 12.28 11.24 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding Parallel Debt. Accordingly, the aggregate amount receivable and received by the Secured Parties shall at no time exceed the aggregate amount due and payable under the provisions of the Loan Documents (other than under this Section 12.28. 11.24). (d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 12.2811.24. (e) Notwithstanding the foregoing, any payment under the Loan Documents shall be made to the relevant Secured Party as set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment to be made to the Administrative Agent. (f) The Administrative Agent shall be entitled to transfer its rights and obligations under this Section 11.24 to any successor Administrative Agent. The Loan Parties and the Secured Parties hereby agree to such transfer. Further, the consent of any Loan Party or any Secured Party shall not be necessary to such transfer.

Parallel Debt. Notwithstanding any other provision of this Agreement, the Each Loan Parties Party hereby irrevocably and unconditionally undertake 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, as creditor in its own right and not as representative of the other Secured Parties, sums Agent an amount equal to and in the currency of each 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 to Secured Parties under the Loan Documents shall become due and payable as and when that amount falls its Principal Obligations become due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure and payable. An Event of another Secured Party to take appropriate steps, Default in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment respect of the amounts payable by 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 under this Section 12.28(a) constitutes an undertaking, irrespective of any discharge obligation and liability 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 payable by a Loan Party to the Administrative Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (in its personal capacity and are able to retainnot in its capacity as agent) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and which is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, 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 Administrative Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to receive payment under this Section 12.28provide security pursuant to a Netherlands Security Document.

Parallel Debt. (a) Notwithstanding any other provision in any Loan Document to the contrary, each Loan Party hereby undertakes, by way of this Agreementan abstract acknowledgement of debt and as an independent payment obligation, the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative Agent, as a creditor in its his own right and not as a representative of the other Secured Parties, sums equal to all and in the currency of each amount payable any amounts which are owed by such Loan Party to Secured Parties under or in connection with the Loan Documents to the Secured Parties from time to time (“Parallel Debt”, abstraktes Schuldanerkenntnis) as and when that amount falls any of such amounts fall due for payment under the relevant Loan Document or would have fallen due but for provided that this shall not at any discharge resulting from failure of another time result in a Loan Party incurring an aggregate obligation to the Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve Parties which is greater than its entitlement to be paid that amount obligations (the “excluding obligations under this Section 9.20 (Parallel Debt”). ) to the Secured Parties under the Loan Documents. (b) The Administrative Agent shall have its own an 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. Parallel Debt. (c) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 12.28 9.20 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. Parallel Debt. (d) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party the Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 12.289.20 (Parallel Debt). WEST\277974037.8 96 (e) Notwithstanding the foregoing, any payment under the Loan Documents shall be made to the relevant Secured Party as set out in the respective Loan Document, unless expressly stated otherwise in that Loan Document or unless the relevant Secured Party directs such payment to be made to the Administrative Agent. (f) 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 Loan Parties and Secured Parties hereby agree to such transfer. Further, the consent of any Loan Party or Secured Party shall not be necessary to such transfer.

Parallel Debt. (a) Notwithstanding any other provision of this Agreement, the Loan Parties each Debtor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Security Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party Debtor to the Secured Parties under each of the Loan Debt Documents as and when that amount falls due for payment under the relevant Loan Debt Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Debtor, to preserve its entitlement to be paid that amount amount. (the “Parallel Debt”). b) The Administrative Security Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party Debtor under this Section 12.28Clause 17.2, irrespective of any discharge of such Loan Party’s Debtor's obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Debtor, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party Debtor to the Administrative Security Agent under this Section 12.28 Clause 17.2 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 Debt Documents and any amount due and payable by a Loan Party Debtor to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Security Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28Clause 17.2. The rights of the Secured Parties (other than the Administrative Security Agent) to receive payment of amounts payable by each Loan Party Debtor under the Loan Debt Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Security Agent to receive payment under this Section 12.28Clause 17.2.

Parallel Debt. 21.12.1 Notwithstanding any other provision of this Agreement, Agreement the Loan Parties hereby Borrower irrevocably and unconditionally undertake to pay to the Administrative AgentSecurity Trustee, as creditor in its own right and not as representative of the other Secured PartiesBanks, sums equal to and in the currency of each amount payable by such Loan Party the Borrower to Secured Parties each of the Banks under or by virtue of this Agreement and the Loan other Finance Documents as and when that amount falls due for payment under the relevant Loan Document thereunder or would have fallen due but for any suspension of payment, moratorium, discharge resulting from failure by operation of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). law or analogous event. 21.12.2 The Administrative Agent Security Trustee shall have its own independent right to demand payment of the amounts payable by each Loan Party the Borrower under this Section 12.28Clause 21.12, irrespective of any suspension, extinction or any other discharge for any reason whatsoever (otherwise than by payment) of such Loan Partythe Borrower’s obligation to pay those amounts to the Banks other Secured Parties resulting from failure than a discharge by them virtue of payment which those Banks are entitled to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. retain. 21.12.3 Any amount due and payable by a Loan Party the Borrower to the Administrative Agent Security Trustee under this Section 12.28 Clause 21.12 shall be decreased to the extent that the other Secured Parties Banks have received (and are able to retain) payment in full of the corresponding amount under the other provisions of this Agreement and the Loan other Finance Documents and any amount due and payable by a Loan Party the Borrower to the other Secured Parties Banks under those provisions shall be decreased to the extent that the Administrative Agent Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. Clause 21.12. 21.12.4 The rights of the Secured Parties Banks (other than the Administrative AgentSecurity Trustee) to receive payment of amounts payable by each Loan Party the Borrower under this Agreement and the Loan other Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent Security Trustee to receive payment under this Section 12.28Clause 21.12. 21.12.5 Any amounts received by the Security Trustee shall, to the extent permitted by the mandatory provisions of the applicable law, be applied in accordance with Clause 9.2.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of this Agreement, the Credit Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative AgentCollateral Agent for the benefit of any Secured Parties and/or to the Secured Parties (or any of them), 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, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the “Secured 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 as creditor in its own right and not as representative of the other Secured Parties, sums equal to Parties (such payment undertaking and in the currency of each amount payable by such Loan Party to Secured Parties under obligations and liabilities which are the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (result thereof the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each . (b) Each Loan Party under and the Collateral Agent acknowledge that (i) for this Section 12.28purpose the Parallel Debt constitutes undertakings, irrespective obligations and liabilities 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 payable by a each Loan Party to the Administrative Collateral Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (as creditor in its own right and are able to retain) payment in full of the corresponding amount not as a representative under the other provisions of the Loan Secured Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and which are separate and independent from, and without prejudice to, the corresponding Obligations under the Secured Documents, which such Loan Party has to the Secured Parties and (ii) the Parallel Debt represents the Collateral Agent’s own independent rights and claims to demand and receive payment of the Administrative 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 Secured Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with the Credit Agreement and any other Secured Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in paragraph (a) of this Section 1.01; provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 1.01, but notwithstanding any of the other provisions of this Section 1.01: (i) the total amount due and payable as Parallel Debt under this Section 12.281.01 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent under the Parallel Debt owed to it or the Collateral Agent shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Secured Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or the appointment of a new Collateral Agent pursuant to the Credit Agreement, the retiring or replaced Collateral Agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent.

Parallel Debt. (a) Notwithstanding any other provision of this Agreementin any Indenture Document to the contrary, the Loan Parties Corporation hereby irrevocably undertakes, by way of an abstract acknowledgement of debt and unconditionally undertake as an independent payment obligation, to pay to the Administrative AgentTrustee, as a creditor in its own right and not as a representative of the other holders of the Debentures (the “Holders”, together with the Trustee, the “Secured Parties”), sums equal all and any amounts which are owed by the Corporation under or in connection with the Indenture Documents to and in the currency of each amount payable by such Loan Party to Secured Parties under the Loan Documents from time to time (“Parallel Debt”, abstraktes Schuldanerkenntnis) as and when that amount falls any of such amounts fall due for payment under the relevant Loan Indenture Document or would have fallen due but for provided that this shall not at any discharge resulting from failure of another time result in the Corporation incurring an aggregate obligation to the Secured Party Parties which is greater than its obligations (excluding obligations under this Section 14.22) to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount the Secured Parties under the Indenture Documents. (the “Parallel Debt”). b) The Administrative Agent Trustee shall have its own an 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. Parallel Debt. (c) Any amount due and payable by a Loan Party the Corporation to the Administrative Agent Trustee under this Section 12.28 14.22 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 Indenture Documents and any amount due and payable by a Loan Party the Corporation to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent Trustee has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. Parallel Debt. (d) The rights of the Secured Parties (other than the Administrative AgentTrustee) to receive payment of amounts payable by each Loan Party the Corporation under the Loan Indenture Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent Trustee to receive payment under this Section 12.2814.22. (e) Notwithstanding the foregoing, any payment under the Indenture Documents shall be made to the relevant Secured Party as set out in the respective Indenture Document, unless expressly stated otherwise in that Indenture Document or unless the relevant Secured Party directs such payment to be made to the Trustee. (f) The Trustee shall be entitled to transfer its rights and obligations under this Section 14.22 to any successor Trustee. The Corporation and Secured Parties hereby agree to such transfer. Further, the consent of the Corporation or Secured Party shall not be necessary to such transfer.

Parallel Debt. Notwithstanding any other provision of this Agreement, the Loan Parties (a) Each Credit Party hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Collateral Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Credit Party to each of the Secured Parties under each of the Loan Credit Documents (in each case excluding, for the avoidance of doubt and in order to avoid double-counting, the obligations under any parallel debt provision set out in any Credit Document) as and when that amount falls due for payment under the relevant Loan Credit Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan PartyCredit Party or any Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Credit Parties described in this paragraph being referred to as the “Parallel Debt”). . (b) The Administrative parties to this Agreement hereby acknowledge and agree that (i) the Parallel Debt constitutes undertakings, obligations and liabilities of the Credit Parties to Collateral Agent which are separate and independent from, and without prejudice to, the Obligations which any Credit Party has to any Secured Party and (ii) Collateral Agent shall have its own independent right to demand payment of the amounts Parallel Debt payable by each Loan Credit Party under this Section 12.2811.24, irrespective of any discharge of the corresponding obligation of such Loan Party’s obligation Credit Party to pay those amounts to the any other Secured Parties Party resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan PartyCredit Party or any Subsidiary thereof, to preserve their entitlement to be paid those amounts. ; provided that the total amount which may become due under the Parallel Debt by the Credit Parties under this Section 11.24(b) shall never exceed the total amount which may become due with respect to all Secured Obligations of the Credit Parties owed to the Secured Parties. (c) Any amount in respect of its Parallel Debt due and payable by a Loan Credit Party to the Administrative Collateral Agent under this Section 12.28 11.24 shall be decreased to the extent that any of the other Secured Parties have received (and are able entitled to retainkeep and have not returned or repaid to the relevant Credit Party) payment in full of the corresponding amount under the other provisions of the Loan Credit Documents and any amount due and payable by a Loan such Credit Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Collateral Agent has applied in satisfaction thereof any amounts received (and is able to retain) as payment in full of relation to the corresponding amount in respect of the Parallel Debt of such Credit Party under this Section 12.28. The 11.24. (d) Subject to the foregoing provisions of this Section 11.24, the rights of the Secured Parties (other than the Administrative Collateral Agent) to receive payment of amounts payable by each Loan a Credit Party under the Loan Credit Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Collateral Agent to receive payment of the Parallel Debt of such Credit Party under this Section 12.2811.24. (e) For purposes of this Section, Collateral Agent 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 shall not be held on trust. (f) All monies received or recovered by Collateral Agent pursuant to this Section 11.24 and all amounts received or recovered by Collateral Agent from or by the enforcement of any Lien granted to secure the Parallel Debt shall be applied in accordance with this Agreement.

Parallel Debt. (a) Notwithstanding any other provision of this Agreement, each of the Loan Parties Company and each Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertake 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 Administrative Agent (in its personal capacity and not in its capacity as agent) 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 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 (collectively, the “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 Parallel Debt of each Principal Party constitutes an undertaking, 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, for purposes of Netherlands law, the Parallel Debt of each Principal Party constitutes independent claims (zelfstandige vorderingen) of the Administrative Agent vis-à-vis each Principal Party); and (ii) the security interest created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount them. (the “Parallel Debt”). c) The Administrative Agent shall have its own independent right to demand payment and each Principal Party agree and acknowledge that: (i) the Parallel Debt of the amounts payable by each Loan Principal 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 payable by a Loan Party to the Administrative Agent under this Section 12.28 shall be decreased if and to the extent that the other Secured Parties Principal Obligations of such Principal Party have received been paid or, in the case of guarantee obligations, discharged; (and are able to retainii) payment in full the Principal Obligations of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan each Principal Party to the other Secured Parties under those provisions 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 has received 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 is able to retainthe other Security Documents. (e) payment in full The Administrative Agent accepts the provisions of this clause 8.16 (Parallel Debt) on behalf of the corresponding amount under this Section 12.28. Secured Parties. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Principal Party under the Loan Documents Principal Obligations are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 12.288.16 and each Principal Party’s obligations under this Section 8.16 toward the Administrative Agent constitutes a single and separate obligation from any other debt or obligation of each Principal Party under the Principal Obligations.

Parallel Debt. (a) Each Secured Party appoints the Collateral Agent to act as its agent under and in connection with this Agreement and the other LoanFinance Documents. (b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement and the other LoanFinance Documents, together with any other incidental rights, powers, authorities and discretions. (c) Notwithstanding any other provision of this Agreement, the each Loan Parties Party hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Collateral Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under each of the Loan Documents Documentspursuant to the Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount LoanFinance Document. (the “Parallel Debt”). d) The Administrative Collateral 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. 10.12. (e) Any amount due and payable by a Loan Party to the Administrative Collateral Agent under this Section 12.28 10.12 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 LoanFinance Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. 10.12. (f) The rights of the Secured Parties (other than the Administrative Agent) Collateral Agent to receive payment of amounts payable by each Loan Party under the Loan Documents Documentspursuant to the Obligations) are several and are separate and independent from, and without prejudice to, the rights of the Administrative Collateral Agent to receive payment under this Section 12.2810.12. (g) For purposes of this Section 10.12, “Finance Document” means any Loan Document and any other agreement governing an Obligation.

Parallel Debt. (covenant to pay the Security Agent) 27.2.1 Notwithstanding any other provision of this Agreement, the Loan Parties Borrower hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Security Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party the Borrower to each of the Secured Parties under each of the Loan Finance Documents as and when that amount falls due for payment under the relevant Loan Finance Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythe Borrower, to preserve its entitlement to be paid that amount (the “Parallel Debt”). amount. 27.2.2 The Administrative Security Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party the Borrower under this Section 12.28, Clause 27.2 irrespective of any discharge of such Loan Partythe Borrower’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 Partythe Borrower, to preserve their entitlement to be paid those amounts. . 27.2.3 Any amount due and payable by a Loan Party the Borrower to the Administrative Security Agent under this Section 12.28 Clause 27.2 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 Finance Documents and any amount due and payable by a Loan Party the Borrower to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Security Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28Clause 27.2. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 12.28.Facility Agreement _Powerfleet_ 94

Parallel Debt. (a) Notwithstanding any other provision of this Agreement, the Loan Parties each Debtor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentSecurity Trustee, as creditor in its own right and not as representative or trustee of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party Debtor to each of the Secured Parties under each of the Loan Debt Documents as and when that amount falls due for payment under the relevant Loan Debt Document or would have fallen due but for any discharge resulting from failure of to another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Debtor, to preserve its entitlement to be paid that amount amount. (b) Subject to paragraph (d) below, the “Parallel Debt”). The Administrative Agent Security Trustee shall have its own independent right to demand payment in its own name of the amounts payable by each Loan Party Debtor under this Section 12.28Clause 17.2, irrespective of any discharge (other than by way of payment) of such Loan PartyDebtor’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 Partythat Debtor, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party the Debtors to the Administrative Agent Security Trustee under this Section 12.28 Clause 17.2 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 Debt Documents and any amount due and payable by a Loan Party the Debtors to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28Clause 17.2. Any amount due and payable by the Debtors to the Security Trustee under this Clause 17.2 shall be increased to the extent that the Secured Parties are entitled to an increase of the corresponding amount under the other Debt Documents. (d) The rights of the Secured Parties (other than the Administrative AgentSecurity Trustee) to receive payment of amounts payable by each Loan Party Debtor under the Loan Debt Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent Security Trustee to receive payment under this Section 12.28Clause 17.2.

Parallel Debt. Notwithstanding any other provision of this Agreement, the Loan Parties (a) Each Credit Party hereby irrevocably and unconditionally undertake to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums Agent amounts equal to and in the currency of each amount payable any amounts owing by such Loan Credit Party to Secured Parties each Lender under the Loan Credit Documents as and when that amount falls the same fall 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 stepsthereunder, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by 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 payable by a Loan Party to the 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 amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent so that the Administrative Agent has received (shall be the obligee of such covenant to pay and is able shall be entitled to retain) payment claim performance thereof in full its own name and not as agent acting on behalf of the corresponding amount under Lenders. (b) The Credit Parties and the Administrative Agent acknowledge that for this Section 12.28. The rights purpose such obligations of the Secured Credit Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights identical obligations which the Credit Parties have to each Lender under the relevant Credit Documents, provided that this shall not, at the time, result in any Credit Party incurring an aggregate obligation to the Lenders and Administrative Agent which is greater than the obligation to the Lenders under the Credit Documents. (c) Without prejudice to the foregoing, it is agreed by the parties that (i) the amounts due and payable by any Credit Party under this subsection 10.12 (the "Parallel Debt") shall be decreased to the extent that such Credit Party has paid any amounts to the Administrative Agent or any Lender in respect of liabilities hereunder and vice versa and (ii) the Parallel Debt shall not exceed the aggregate of the corresponding obligations which any Credit Party has to the Administrative Agent and the Lenders under the Credit Documents. (d) Nothing in this subsection 10.12 shall in any way negate, affect or increase the obligations of any Credit Party to the Administrative Agent and the Lenders under the Credit Documents in respect of the liabilities under this Agreement. For the purpose of this subsection 10.12, the Administrative Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto and any security granted to the Administrative Agent to receive payment secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt as well as any other capacity under the Credit Documents. (e) Without limiting or affecting the Administrative Agent's rights against the Credit Parties (whether under this Section 12.28subsection 10.12 or under any other provision of the Credit Documents), the Administrative Agent agrees with each Lender (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights as parallel creditor except with the consent of each Lender. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Administrative Agent's right to act in the protection or preservation of rights under, or to enforce any, Credit Document (or to do any act reasonably incidental to any of the foregoing).

Parallel Debt. Notwithstanding any other provision of this Agreement, the Each Loan Parties Party hereby irrevocably and unconditionally undertake 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, as creditor in its own right and not as representative of the other Secured Parties, sums Agent an amount equal to and in the currency of each 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 to Secured Parties under the Loan Documents shall become due and payable as and when that amount falls its Principal Obligations become due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure and payable. An Event of another Secured Party to take appropriate steps, Default in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment respect of the amounts payable by 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 under this Section 12.28(a) constitutes an undertaking, irrespective of any discharge obligation and liability 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 payable by a Loan Party to the Administrative Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (in its personal capacity and are able to retainnot in its capacity as agent) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and which is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, 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 Administrative Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to receive payment under this Section 12.28provide security pursuant to a Netherlands Security Document.

Parallel Debt. (a) Notwithstanding any other provision of this AgreementAgreement and solely for the purpose of ensuring and preserving the validity and continuity of certain of the Collateral Documents and subject, as provided below, each of the Loan Parties hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentAgent or the Collateral Agent (aas applicable), as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each and any of the Secured Parties under any of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Guarantor, to preserve its entitlement to be paid that amount (the “Parallel Debt”). . (b) The Administrative Agent or the Collateral Agent (as applicable) shall have its own independent right to demand payment of the amounts payable by each Guarantor under the Loan Party under this Section 12.28Documents, irrespective of any discharge of such Loan PartyGuarantor’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 that Loan Party, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party to the Administrative Agent or the Collateral Agent (as applicable) under this Section 12.28 10.26 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent or the Collateral Agent (as applicable) has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. thereunder. (d) The rights of the Secured Parties (other than the Administrative Agent or the Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, but without duplication of, the rights of the Administrative Agent and the Collateral Agent (as applicable) to receive payment under this Section 12.2810.26. [Signature Pages FollowSignatures Intentionally Omitted.] Warrant No. [●] Original Issue Date: March 11, 2025 iRobot Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [●] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”) and on or prior to 5:00 p.m. (New York City time) on March 11, 2035 (the “Termination Date”) but not thereafter, subject to the following terms and conditions.

Parallel Debt. (a) Notwithstanding any other provision of this Agreement, the Loan Parties each Debtor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentSecurity Trustee, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party Debtor to each of the Secured Parties under each of the Loan Debt Documents as and when that amount falls due for payment under the relevant Loan Debt Document or would have fallen due but for any discharge resulting from failure of to another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Debtor, to preserve its entitlement to be paid that amount (with respect to German Security Interests, this undertaking shall be an abstract acknowledgement of a debt (abstraktes Schuldanerkenntnis)). (b) Subject to paragraph (d) below, the “Parallel Debt”). The Administrative Agent Security Trustee shall have its own independent right to demand payment of the amounts payable by each Loan Party Debtor under this Section 12.28Clause 16, irrespective of any discharge (other than by way of payment) of such Loan PartyDebtor’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 Partythat Debtor, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party the Debtors to the Administrative Agent Security Trustee under this Section 12.28 Clause 16 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 Debt Documents and any amount due and payable by a Loan Party the Debtors to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. Clause 16. (d) The rights of the Secured Parties (other than the Administrative AgentSecurity Trustee) to receive payment of amounts payable by each Loan Party Debtor under the Loan Debt Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent Security Trustee to receive payment under this Section 12.28Clause 16.

Parallel Debt. (a) Notwithstanding any other provision of this Agreement, the Loan Parties each Obligor hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Security Agent, as creditor in its own right and not as representative of the other Secured Finance Parties, sums equal to and in the currency of each amount payable by such Loan Party Obligor to Secured each of the Finance Parties under each of the Loan Finance Documents as and when that amount falls due for payment under the relevant Loan Finance Document or would have fallen due but for any discharge resulting from failure of another Secured Finance Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Obligor, to preserve its entitlement to be paid that amount amount. (the “Parallel Debt”). b) The Administrative Security Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party Obligor under this Section 12.28Clause 27.17, irrespective of any discharge of such Loan Party’s Obligor's obligation to pay those amounts to the other Secured Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Obligor, to preserve their entitlement to be paid those amounts. . (c) Any amount due and payable by a Loan Party an Obligor to the Administrative Security Agent under this Section 12.28 Clause 27.17 (Parallel Debt) shall be decreased to the extent that the other Secured Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Finance Documents and any amount due and payable by a Loan Party an Obligor to the other Secured Finance Parties under those provisions shall be decreased to the extent that the Administrative Security 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 are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 12.28Clause 27.17.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of this Agreement, Indenture and the Loan Parties hereby irrevocably Security Documents and unconditionally undertake for the purpose of preserving the initial and continuing validity of the security rights granted and to pay be granted by the Issuer to the Administrative Security Agent, as creditor in its own right and not as representative of the other Secured Parties, sums an amount equal to and in the same currency of each amount payable by such Loan Party to Secured Parties the obligations under the Loan Documents Notes from time to time due by the Issuer in accordance with the terms and conditions of the Notes, shall be owing as a separate and when that amount falls due for independent obligation of the Issuer to the Security Agent (such payment under undertaking and the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (obligations and liabilities which are the result thereof the “Parallel Debt”). . (b) The Administrative Issuer and the Security Agent shall have its own independent right to demand payment acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities 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 Issuer 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 payable by a Loan Party to the Administrative Security Agent under this Section 12.28 shall be decreased to Indenture and 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 Security Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and which are separate and independent from, and without prejudice to, the rights of corresponding obligations under the Administrative Agent Notes which the Issuer has to the Holders and (ii) that the Parallel Debt represents the Security Agent’s own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Notes; provided, further, that the Security Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents. (c) Every payment of monies made by the Issuer to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer contained in Section 11.05(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Security Agent shall be entitled to receive the amount of such payment from the Issuer and the Issuer shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 11.05, but notwithstanding any of the other provisions of this paragraph (d): (i) the total amount due and payable as Parallel Debt under this Section 12.2811.05 shall be decreased to the extent that the Issuer shall have paid any amounts to the Security Agent or to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Security Agent or the Trustee on behalf of the Holders otherwise receives any amount in payment of the Notes; and (ii) to the extent that the Issuer shall have paid any amounts to the Trustee or to the Security Agent under the Parallel Debt or the Trustee or the Security Agent shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Notes shall be decreased as if said amounts were received directly in payment of the Notes.

Parallel Debt. Notwithstanding (a) Subject to any other provision of limitations expressly set out in this Agreement, the Loan Parties Company hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Secured Interim Finance Parties, sums equal to and in the currency of each amount payable by such Loan Party the Company to Secured each of the other Interim Finance Parties under each of the Loan Interim Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, Interim Document. (b) The Interim Security Agent shall hold the claims against the Company under the parallel debt structure in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount this Clause 15.7 in accordance with this Clause 15 (the “Parallel Debt”Security). The Administrative Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 15.7 among the Interim Finance Parties in accordance with the provisions of this Agreement. (c) The Interim Security Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party the Company under this Section 12.28Clause 15.7, irrespective of any discharge of such Loan Party’s obligation to pay those provided that: (i) the amounts for which the Company is liable under its parallel debt: (A) shall be decreased to the other Secured Parties resulting from failure by them to take appropriate stepsextent that its corresponding debt towards an Interim Finance Party has been irrevocably paid (or, in insolvency proceedings affecting such Loan Partythe case of guarantee obligations, discharged); or (B) shall be increased to preserve their entitlement the extent that the corresponding debt towards an Interim Finance Party has been increased; (ii) the corresponding debt of the Company shall be decreased to be the extent that its parallel debt has been irrevocably paid those amounts. (or, in the case of guarantee obligations, discharged); and (iii) the parallel debt of the Company shall not exceed its corresponding debt towards the Interim Finance Parties. (d) Any amount due and payable by a Loan Party the Company to the Administrative Interim Security Agent under this Section 12.28 Clause 15.7 shall be decreased to the extent that the other Secured Interim Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Interim Documents and any amount due and payable by a Loan Party the Company to the other Secured Interim Finance Parties under those provisions shall be decreased to the extent that the Administrative Interim Security Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28Clause 15.7. The rights of the Secured Interim Finance Parties (other than the Administrative Interim Security Agent) to receive payment of amounts payable by each Loan Party the Company under the Loan Interim Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Interim Security Agent to receive payment under this Section 12.28Clause 15.7.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of this Agreement, Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative Agent, as creditor in its own right and not as representative Agent for the benefit of the other Secured Parties, sums an amount equal to and in the same currency of each amount payable as the Obligations from time to time due by such Loan Party to Secured Parties under in accordance with the terms and conditions of the Loan Documents Documents, including for the avoidance of doubt, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as a separate and when that amount falls due for payment under the relevant independent obligation of such Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting the Administrative Agent (such Loan Party, to preserve its entitlement to be paid that amount (payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). The . (b) Each Loan Party and the Administrative Agent shall have its own independent right to demand payment acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities 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 payable by a Loan Party to the 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 amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and 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 Administrative Agent’s own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Administrative Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement). (c) Every payment of monies made by a Loan Party to the Administrative Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in Section 10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Administrative Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 10.22, but notwithstanding any of the other provisions of this Section 10.22: (i) the total amount due and payable as Parallel Debt under this Section 10.22 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Administrative Agent or to the Administrative Agent on behalf of the Secured Parties or any of them to reduce the outstanding principal amount of the Obligations or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the Obligations; and (ii) to the extent that a Loan Party shall have paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the Obligations. (e) In the event of a resignation of the Administrative Agent pursuant to receive payment under Section 9.06 of this Section 12.28Agreement, the retiring Administrative Agent shall assign the Parallel Debt owed to it to the successor Administrative Agent.

Parallel Debt. Notwithstanding any other provision of this Agreement, the Each Loan Parties Party hereby irrevocably and unconditionally undertake 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, as creditor in its own right and not as representative of the other Secured Parties, sums Agent an amount equal to and in the currency of each 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 to Secured Parties under the Loan Documents shall become due and payable as and when that amount falls its Principal Obligations become due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure and payable. An Event of another Secured Party to take appropriate steps, Default in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment respect of the amounts payable by 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 under this Section 12.28(a) constitutes an undertaking, irrespective of any discharge obligation and liability 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 payable by a Loan Party to the Administrative Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (in its personal capacity and are able to retainnot in its capacity as agent) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and which is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, 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 Administrative Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to receive payment under this Section 12.28provide security pursuant to a Netherlands Security Document.

Parallel Debt. (a) Each Secured Party appoints the Collateral Agent to act as its agent under and in connection with this Agreement and the other Finance Documents. (b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement and the other Finance Documents, together with any other incidental rights, powers, authorities and discretions. (c) Notwithstanding any other provision of this Agreement, the each Loan Parties Party hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Collateral Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under pursuant to the Loan Documents Obligations (not including the payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount Finance Document. (the “Parallel Debt”). d) The Administrative Collateral 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. 10.12. (e) Any amount due and payable by a Loan Party to the Administrative Collateral Agent under this Section 12.28 10.12 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 Finance Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. 10.12. (f) The rights of the Secured Parties (other than the Administrative Agent) Collateral Agent to receive payment of amounts payable by each Loan Party under pursuant to the Loan Documents Obligations) are several and are separate and independent from, and without prejudice to, the rights of the Administrative Collateral Agent to receive payment under this Section 12.28.10.12. |US-DOCS\126402975.16140630557.8|| (g) For purposes of this Section 10.12, “

Parallel Debt. (a) Notwithstanding any other provision of this Agreementany Loan Document, the each Loan Parties Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative Agen tor the Mexican Collateral Agent, as applicable, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each aggregate amount payable by such Loan Party to Secured Parties under the Loan Documents in respect of its Corresponding Obligations as and when that amount falls to the extent its Corresponding Obligations fall due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such that Loan Party, to preserve its entitlement to be paid that amount (the amount. The payment undertaking of each Loan Party under this Section 10.23(a) is to 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, the Administrative Agent and the Mexican Collateral Agent acknowledge that the obligations of each Loan Party under paragraph (a) 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 which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) neither the Administrative Agent nor the Mexican Collateral Agent shall demand payment with regard to the Parallel Debt of each Loan Party to the extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) neither the Administrative Agent nor the Mexican Collateral Agent shall 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) Each of the Administrative Agent and the Mexican 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 Loan Party under this Section 12.2810.23, 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 such 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 or the Mexican Collateral Agent, as applicable, under this Section 12.28 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 amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent or the Mexican Collateral Agent, as applicable, has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent or the Mexican Collateral Agent, as applicable) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent or the Mexican Collateral Agent, as applicable, to receive payment under this Section 12.2810.23. (g) Without limiting or affecting the Administrative Agent’s or the Mexican Collateral Agent’s, as applicable, rights against the Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent or the Mexican Collateral Agent, as applicable, to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as lender thereunder, as applicable, and (y) for the purpose of any vote taken under any Loan Document, neither the Administrative Agent nor the Mexican Collateral Agent, as applicable, shall be regarded as having any participation or commitment other than those which it has in its capacity as a lender, as applicable.

Parallel Debt. Notwithstanding any other provision (a) Subject to the limitations set forth in Section 2.07 of this the Guarantee Agreement, the each Loan Parties Party hereby irrevocably and unconditionally undertake undertakes (and to the extent necessary undertakes in advance) to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums Collateral Agent amounts equal to and in the currency of each amount payable any amounts owing from time to time by such Loan Party (taking into account the limitations set forth in Section 2.07 of the Guarantee Agreement) to any Secured Parties Party under the this Agreement and any other Loan Documents Document pursuant to any Obligations as and when that amount falls those amounts are due for payment under the relevant any Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount Document. (the “Parallel Debt”). b) The Administrative Collateral Agent shall have its own independent right to demand payment of the amounts payable Parallel Debt by the Loan Party. Each Loan Party and the Collateral Agent acknowledge that the obligations of each Loan Party under this Section 12.288.16 are several, irrespective separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations 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 payable by a each Loan Party to the Administrative Agent under this Section 12.28 Agreement or any other Loan Document (“Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the other Secured Parties have received (and are able to retain) payment in full Corresponding Debt of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a each Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that its Parallel Debt has been irrevocably paid or discharged; (iii) the Administrative Agent has received (and is able to retain) payment in full amount of the corresponding amount under this Section 12.28. The rights Parallel Debt of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each a Loan Party under shall at all times be equal to the Loan Documents are several and are separate and independent from, and without prejudice toamount of its Corresponding Debt; and (iv) for the avoidance of doubt, the rights Parallel Debt of a Loan Party will become due and payable at the Administrative Agent to receive payment under this Section 12.28same time when its Corresponding Debt becomes due and payable.

Parallel Debt. ‌ (a) Notwithstanding any other provision of this Agreement, the Loan Parties hereby Company irrevocably and unconditionally undertake undertakes to pay to the Administrative Common Security Agent, as creditor in its own right and not as representative of the other Secured PartiesCreditors, sums equal to and in the currency of each amount payable by such Loan Party the Company to each of the Secured Parties Creditors (whether present or future and whether actual or contingent) under the Loan other provisions of the Secured Documents as and when that the amount falls due for payment under the relevant Loan Document those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Party Creditor to take appropriate steps, in insolvency proceedings affecting such Loan Partythe Company, to preserve its entitlement to be paid that amount amount. For the avoidance of doubt, interest, fees and any other charges accruing on the Secured Obligations shall be included in the Parallel Debt (without double-counting). (b) The obligation to pay Parallel Debt constitutes undertakings, obligations and liabilities of the “Parallel Debt”)Company to the Common Security Agent separate and independent from the obligations (whether present or future and whether actual or contingent) of the Company to the Secured Creditors or any of them. The Administrative Agent shall have its Parallel Debt represents the Common Security Agent’s own separate and independent right claim to demand receive payment of the amounts payable by each Loan Party under this Section 12.28Parallel Debt from the Company. (c) For the avoidance of doubt, 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 aggregate amount due by the Company under the Parallel Debt will be immediately and payable by a Loan Party to the Administrative Agent under this Section 12.28 shall be automatically decreased to the extent that the other Company has paid any amounts to the Secured Parties have received (and are able to retain) payment in full of the corresponding amount Creditors under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased Documents, except to the extent that such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (d) For the Administrative avoidance of doubt, to the extent the Company has paid any amounts to the Common Security Agent has received (and is able under the Parallel Debt the aggregate amount due by the Company to retain) payment in full of the corresponding amount Secured Creditors under this Section 12.28. The rights the other provisions of the Secured Parties Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (other than e) To the Administrative Agent) to receive extent the Common Security Agent receives any amount in payment of amounts payable by each Loan Party under the Loan Documents are several and are Parallel Debt, the Common Security Agent shall make such amount available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Secured Creditors in accordance with the terms of the Secured Documents. (f) The obligation to pay Parallel Debt is a separate and independent fromacknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus). (g) Without limiting and without prejudice toin addition to the above, the Common Security Agent shall have the rights of the Administrative Agent joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to receive payment sums payable by the Company to each of the Secured Creditors under this Section 12.28the Secured Documents. (h) Each Secured Creditor must, at the request of the Common Security Agent, perform any act required in connection with the enforcement of any claim under the obligation to pay Parallel Debt.

Parallel Debt. Notwithstanding any other provision (a) Without prejudice to the provisions of this Agreement, the Credit Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties hereby irrevocably and unconditionally undertake to pay to the Administrative AgentCollateral Agent for the benefit of any Secured Parties and/or to the Secured Parties (or any of them), 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, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the “Secured 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 as creditor in its own right and not as representative of the other Secured Parties, sums equal to Parties (such payment undertaking and in the currency of each amount payable by such Loan Party to Secured Parties under obligations and liabilities which are the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (result thereof the “Parallel Debt”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each . (b) Each Loan Party under and the Collateral Agent acknowledge that (i) for this Section 12.28purpose the Parallel Debt constitutes undertakings, irrespective obligations and liabilities 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 payable by a each Loan Party to the Administrative Collateral Agent under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (as creditor in its own right and are able to retain) payment in full of the corresponding amount not as a representative under the other provisions of the Loan Secured Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and which are separate and independent from, and without prejudice to, the corresponding Obligations under the Secured Documents, which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s own independent rights and claims to demand and 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 Secured Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with the Credit Agreement and any other Secured Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in paragraph (a) of this Section 1.01; provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 1.01, but notwithstanding any of the other provisions of this Section 1.01: (i) the total amount due and payable as Parallel Debt under this Section 1.01 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent under the Parallel Debt owed to it or the Collateral Agent shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Secured Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or the appointment of a new Collateral Agent pursuant to the Credit Agreement, the retiring or replaced Collateral Agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent. Citibank Camelot UK Bidco Limited 69617640 19,000.00 USD 01/29/2020 01/29/2020 FALSE NATIONAL AND UNIVERSITY LIBRARY IN ZAGREB Citibank Camelot UK Bidco Limited 69610435 197,100.00 QAR 12/31/2020 01/30/2021 FALSE Qatar Foundation (QF) Citibank Camelot UK Bidco Limited 69610619 31,676.17 EUR 12/31/2020 01/30/2021 FALSE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Citibank Camelot UK Bidco Limited 69610944 66,776.85 EUR 12/20/2019 12/20/2019 FALSE BT GERMANY GMBH AND CO. OHG Citibank Camelot UK Bidco Limited 5404600147/ 69611362 5,122.00 USD 09/30/2021 10/02/2021 FALSE Qatargas Operating Company Limited Citibank Camelot UK Bidco Limited 69611971 115,000.00 USD 12/31/2019 12/31/2019 TRUE One Penn Plaza LLC Citibank Camelot UK Bidco Limited 69613306/ 5219800149 8,000.00 EUR 12/31/2018 01/31/2020 TRUE ▇▇▇▇▇▇▇ Grundstückverwaltung GbR Citibank Clarivate Analytics (Belgium) NV 69611056 212,504.00 EUR 09/02/2021 09/02/2021 FALSE Singel Office Antwerpen NV Citibank Camelot UK Bidco Limited 69614875 116,063.65 EUR 10/02/2019 10/02/2021 TRUE Fundação para Ciência e a Tecnologia (FCT) Citibank Camelot UK Bidco Limited 69615639 375,000.00 USD 10/31/2019 10/31/2021 TRUE ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LP ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Camelot UK Bidco Limited 6545S26890 856,086.78 USD 12/31/2019 03/31/2023 FALSE Ministry of Education CAPES/CGLOG/DGES Royal Bank of Canada Camelot UK Bidco Limited 6545S26949/ 781BG61900304 62,050.00 SGD 04/30/2020 06/30/2024 TRUE Intellectual Property Office of Singapore None. 1. New York ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 2. England & Wales Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 3. Delaware Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP 4. Luxembourg Loyens & Loeff Luxembourg S.à ▇.▇. 5. Luxembourg NautaDutilh Avocats Luxembourg S.à ▇.▇. 1. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to receive payment under this Section 12.28the Administrative Agent customary insurance certificates and endorsements to be agreed between the Borrower Representative and the Administrative Agent. 2. Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent the certificate representing the pledged equity referred to therein by Camelot UK Bidco in Information Ventures LLC accompanied by undated stock powers executed in blank in accordance with the Security Documents. 3. Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent any updated certificates representing pledged equity referred to therein and accompanied by undated stock powers executed in blank in accordance with the Security Documents, in each case as the Administrative Agent may reasonably request and only to the extent required to be delivered pursuant to the Security Documents. 4. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent a fully executed global intercompany note in a form as may be reasonably agreed between the Borrower Representative and the Administrative Agent. 1. That certain notes agreement on Schedule 1.1D hereto; and 2. the letters of credit and guarantees outstanding on the Closing Date: Issuing Party Entity Guarantee / LC Number Amount Currency End Date Final Expiration Date Evergreen Beneficiary Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 1,500.00 EUR N/A N/A TRUE Autonome Provinz Bozen Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 5,050.10 EUR N/A N/A TRUE Autonome Provinz Bozen Citibank Camelot UK Bidco Limited 5870605210 73,279.34 AED N/A N/A TRUE TECOM Investments LLC Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A (LC 69614875) 12,369.13 EUR 01/31/2022 01/31/2022 FALSE Fundação para Ciência e a Tecnologia (FCT) Clarivate Analytics Information Services (Beijing) Company Ltd. Clarivate Analytics Information Services (Beijing) Company Ltd. N/A 20,000.00 CNY Within one month after the final acceptance of the contract. Within one month after the final acceptance of the contract. FALSE Geely Automobile Research Institute (Ningbo) Co., Ltd. Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A 9,638,625.00 USD N/A N/A FALSE 1500 Net-Works Associates L.P. Bank of America, N.A. Mail Code: TX2-974-03-23 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ USD Payment Instructions: ABA# 026 009 593 New York, NY Account# 1366072250600 Attn: Wire Clearing Account for Syn Loans – LIQ Ref: Camelot Finance S.A. Alternative Currency Payment Instructions: EUR Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA GBP Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA CHF Beneficiary Bank: Bank of America NA (Swift ID: BOFACH2X) Beneficiary Account Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Beneficiary: Bank of America NA AUD Beneficiary Bank: Bank of America Australia (Swift ID: BOFAAUSX) Beneficiary Account Number: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Beneficiary: Bank of America NA JPY Beneficiary Bank: Bank of America NA (Swift ID: BOFAJPJX) Beneficiary Account Number: 6064 9568 7013 Beneficiary: Bank of America NA Bank of America, N.A. Mail Code: TX2-974-03-26 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Trade Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Standby Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ EXHIBIT A-1

Parallel Debt. (a) Notwithstanding any other provision of this Agreement, the Loan Parties hereby Company irrevocably and unconditionally undertake undertakes to pay to the Administrative Common Security Agent, as creditor in its own right and not as representative of the other Secured PartiesCreditors, sums equal to and in the currency of each amount payable by such Loan Party the Company to each of the Secured Parties Creditors (whether present or future and whether actual or contingent) under the Loan other provisions of the Secured Documents as and when that the amount falls due for payment under the relevant Loan Document those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Party Creditor to take appropriate steps, in insolvency proceedings affecting such Loan Partythe Company, to preserve its entitlement to be paid that amount amount. For the avoidance of doubt, interest, fees and any other charges accruing on the Secured Obligations shall be included in the Parallel Debt (without double-counting). (b) The obligation to pay Parallel Debt constitutes undertakings, obligations and liabilities of the “Parallel Debt”)Company to the Common Security Agent separate and independent from the obligations (whether present or future and whether actual or contingent) of the Company to the Secured Creditors or any of them. The Administrative Agent shall have its Parallel Debt represents the Common Security Agent’s own separate and independent right claim to demand receive payment of the amounts payable by each Loan Party under this Section 12.28Parallel Debt from the Company. (c) For the avoidance of doubt, 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 aggregate amount due by the Company under the Parallel Debt will be immediately and payable by a Loan Party to the Administrative Agent under this Section 12.28 shall be automatically decreased to the extent that the other Company has paid any amounts to the Secured Parties have received (and are able to retain) payment in full of the corresponding amount Creditors under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased Documents, except to the extent that such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (d) For the Administrative avoidance of doubt, to the extent the Company has paid any amounts to the Common Security Agent has received (and is able under the Parallel Debt the aggregate amount due by the Company to retain) payment in full of the corresponding amount Secured Creditors under this Section 12.28. The rights the other provisions of the Secured Parties Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (other than e) To the Administrative Agent) to receive extent the Common Security Agent receives any amount in payment of amounts payable by each Loan Party under the Loan Documents are several and are Parallel Debt, the Common Security Agent shall make such amount available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Secured Creditors in accordance with the terms of the Secured Documents. (f) The obligation to pay Parallel Debt is a separate and independent fromacknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus). (g) Without limiting and without prejudice toin addition to the above, the Common Security Agent shall have the rights of the Administrative Agent joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to receive payment sums payable by the Company to each of the Secured Creditors under this Section 12.28the Secured Documents. (h) Each Secured Creditor must, at the request of the Common Security Agent, perform any act required in connection with the enforcement of any claim under the obligation to pay Parallel Debt.

Parallel Debt. Notwithstanding any other provision of this Agreementthe Finance Documents, the Loan Parties each Borrower hereby irrevocably and unconditionally undertake undertakes to pay to the Administrative AgentSecurity Trustee, as creditor in its own right and not as representative of the other Secured Creditor Parties, sums equal to and in the currency of each amount payable by such Loan any Borrower and any Security Party to Secured Parties any Creditor Party under the Loan Documents any Finance Document as and when that amount falls due for payment under the relevant Loan Finance Document or would have fallen due but for any discharge resulting from failure of another Secured Creditor Party to take appropriate steps, in insolvency proceedings affecting such Loan Partythat Borrower, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent Security Trustee shall have its own independent right to demand payment of the amounts payable by each Loan Party Borrower under this Section 12.28Clause 29.6, irrespective of any discharge of such Loan any Borrower and/or any Security Party’s obligation to pay those amounts to the other Secured Creditor Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan that Borrower and/or any Security Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Loan Party Borrower to the Administrative Agent Security Trustee under this Section 12.28 Clause 29.6 shall be decreased to the extent that the other Secured Creditor Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Finance Documents and any amount due and payable by a Loan Borrower and/or a Security Party to the other Secured Creditor Parties under those provisions shall be decreased to the extent that the Administrative Agent Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28Clause 29.6. The rights Borrowers and the Creditor Parties acknowledge that, in respect of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice toParallel Debt, the rights Security Trustee acts in its own name and not as representative of the Administrative Agent to receive payment under this Section 12.28.Creditor Parties or any of them