Common use of Parallel Debt Clause in Contracts

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

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

Parallel Debt. For the purpose of this Section 27, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. (a) Each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts an amount equal to, and to the aggregate amount due by it in respect of its Corresponding Obligations. The payment undertaking of each Borrower under this Section 8.11 is to be referred to as its “Parallel Debt.” (b) Each Parallel Debt will be payable in the currency or currencies of, its of the relevant Corresponding Debt. The Parallel Debt of each Subsidiary Guarantor (a) shall Obligations and will become due and payable at as and when and to the same time as its extent one or more of the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 DCC with respect to the relevant Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and (b) liability to the Administrative Agent which is separate and independent and separate from, and without prejudice to, the Corresponding Obligations; and (ii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of that Parallel Debt from the relevant debtor. it being understood, in each case, that pursuant to this Section 8.11(c) the amount which may become payable by either Borrower under its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with its Corresponding Obligations. (d) To the extent the Administrative Agent irrevocably receives any amount in payment of a Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties that are creditors of the relevant Corresponding Obligations in accordance with Section 2.16(a) of this Agreement as if received by it in payment of the relevant Corresponding Obligations. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the relevant Corresponding Obligations towards the Secured Parties shall be reduced, if necessary pro rata in respect of each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by (any of) the Secured Parties as a payment of those Corresponding Obligations on the date of receipt by the Administrative Agent of the Received Amount. (e) Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the further creation of parallel debt obligations of the Loan Parties vis-à-vis the Administrative Agent as will be further described and agreed upon in the Guarantee Agreement and the Reaffirmation of the Guarantee Agreement, including that any payment received by the Administrative Agent in respect of any such parallel debt obligations will be deemed a satisfaction, if necessary pro rata in respect of each Secured Party individually, of the obligations corresponding with such parallel debt obligations. (f) For the purposes of this Section 27, 8.11 the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and on behalf of itself and not as agent, representative or trustee of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding Debtother Lender.

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

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

Parallel Debt. For (a) Subject to the purpose limitations set out in each guarantee and notwithstanding any other provision of this Section 27Agreement, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor each Obligor hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Interim Finance Parties, sums equal to, to and in the currency or currencies of, its Corresponding Debtof each amount payable by that Obligor to each of the other Interim Finance Parties under each of the Interim Finance Documents as and when that amount falls due for payment under the relevant 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 the Interim Security Agent). The Parallel Debt 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 an Obligor under this Clause 14.9, irrespective of any discharge of that Obligor's obligation to pay those amounts to the other Interim Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that 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 Subsidiary Guarantor Obligor shall be decreased to the extent that its parallel debt has been irrevocably paid (aor, in the case of guarantee obligations, discharged); and (iii) the parallel debt of an Obligor shall become not exceed its corresponding debt towards the Interim Finance Parties. (d) Any amount due and payable at by an Obligor to the same time as its Corresponding Debt Interim Security Agent under this Clause 14.9 shall be decreased to the extent that the other Interim Finance Parties have received payment of the corresponding amount under the other provisions of the Interim Finance Documents and any amount due and payable by an Obligor to the other Interim Finance Parties under those provisions shall be decreased to the extent that the Interim Security Agent has received payment of the corresponding amount under this Clause 14.9. The rights of the Interim Finance Parties (bother than the Interim Security Agent) is to receive payment of amounts payable by each Obligor under the Interim Finance Documents are several and are separate and independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes of this Section 27, the Administrative Agent (a) is the independent and separate creditor of each Parallel Debt, (b) acts in its own name and not as agent, representative or trustee rights of the Lenders and its claims in respect of each Parallel Debt and any security in connection with such claims shall not be held on trust and (c) shall have the independent and separate right Interim Security Agent to demand receive payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Subsidiary Guarantor shall never exceed its Corresponding Debtunder this Clause 14.9.

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

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

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

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

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

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

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