Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) Each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Facility Agent an amount equal to the aggregate of all its Principal Obligations to all the Finance Parties from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its Parallel Debt). (b) Each of the Parties hereby acknowledges that: (i) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor to the Facility Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has to any Finance Party; and (ii) the Parallel Debt represents the Facility Agent’s own claim to receive payment of such Parallel Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor to all the Finance Parties. (i) The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 shall be decreased to the extent that such Obligor shall have paid any amounts to the Finance Parties or any of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (ii) below); and (ii) to the extent that an Obligor shall have paid any amounts to the Facility Agent under the Parallel Debt or the Facility Agent shall have otherwise received monies in payment of such Parallel Debt, the total amount due under the Principal Obligations shall be decreased.

Parallel Debt. For the purposes of taking and ensuring the continuing validity of security (a“Parallel Debt Security”) Each under the Credit Documents subject to the laws of Germany and the Netherlands, notwithstanding any contrary provision in this Agreement: (i) each Obligor hereby irrevocably and unconditionally undertakes, by way of an abstract acknowledgement of debt and as far as necessary in advancean independent payment obligation (such undertakings, the “Parallel Obligations”), to pay to the Facility Collateral Agent an amount amounts equal to all present and future amounts owing by it to a Secured Party under and in connection with the Credit Documents, including, for the avoidance of doubt, any obligations resulting from unjustified enrichment or tort, (the “Original Obligations”), provided that this shall not, at any time, result in an Obligor incurring an aggregate obligation to the Secured Parties which is greater than its obligations to the Secured Parties under the Credit Documents; (ii) Collateral Agent shall have its own independent right to demand and receive payment of all the Parallel Obligations; (iii) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment; (iv) notwithstanding Section 9.8(d)(i), payment by an Obligor of its Principal Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Party and payment by an Obligor of its Original Obligations to all the Finance relevant Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to Collateral Agent; (v) the Parallel Obligations are owed to Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and the Parallel Debt Security shall secure the Parallel Obligations so owing; (vi) without limiting or affecting Collateral Agent’s right to protect, preserve or enforce its rights in relation to any Secured Obligations, Collateral Agent undertakes to each Secured Party not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Party; and (vii) Collateral Agent undertakes to pay to the Secured Parties from time any amount collected or received by it in payment or partial payment of the Parallel Obligations and shall distribute any amount so received to time due the Secured Parties in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its Parallel Debt). (b) Each of the Parties hereby acknowledges that: (i) for this purpose, Pledge and Security Agreement as if such amounts had been received in respect of the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor to the Facility Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has to any Finance Party; and (ii) the Parallel Debt represents the Facility Agent’s own claim to receive payment of such Parallel Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor to all the Finance PartiesOriginal Obligations. (i) The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 shall be decreased to the extent that such Obligor shall have paid any amounts to the Finance Parties or any of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (ii) below); and (ii) to the extent that an Obligor shall have paid any amounts to the Facility Agent under the Parallel Debt or the Facility Agent shall have otherwise received monies in payment of such Parallel Debt, the total amount due under the Principal Obligations shall be decreased.

Parallel Debt. (a) Each Obligor hereby For the purpose of any German Security Document, the German Borrower irrevocably and unconditionally undertakes, as far as necessary in advanceby way of an abstract acknowledgement of debt, to pay to the Facility Collateral Agent as creditor in its own right and not as representative of the Secured Parties, an amount equal to the aggregate of all its Principal Obligations of the German Borrower to all the Finance Parties each Secured Party from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its hereinafter being the “Parallel Debt”). (b) Each of the Parties The parties to this Agreement hereby acknowledges that: acknowledge and agree that (i) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor the German Borrower to the Facility Collateral Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has the German Borrower have to any Finance Secured Party; and , and (ii) that the Parallel Debt represents the Facility Collateral Agent’s own claim to receive payment of such Parallel Debt by such Obligor, the German Borrower; provided that the total amount which may become due under the Parallel Debt of such Obligor the German Borrower under this Clause Section 12.14(b) shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor the German Borrower to all the Finance Secured Parties. (ic) The total amount due by an Obligor the German Borrower as the Parallel Debt under this Clause 24.3 Section 12.14 shall be decreased to the extent that such Obligor the German Borrower shall have paid any amounts to the Finance Secured Parties or any of them to reduce such Obligorthe German Borrower’s outstanding Principal Obligations or any Finance a Secured Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (iiSection 12.14(d) below); and. (iid) to To the extent that an Obligor the German Borrower shall have paid any amounts to the Facility Collateral Agent under the Parallel Debt or the Facility Collateral Agent shall have otherwise received monies in payment of such Parallel DebtDebt from the German Borrower, the total amount due under the Principal Obligations of the German Borrower shall be decreased. (e) All monies received or recovered by the Collateral Agent pursuant to this Section 12.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure a Parallel Debt, shall be applied in accordance with this Agreement. (f) For the purpose of this Section 12.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. (g) Without limiting or affecting the Collateral Agent’s rights against the German Borrower (whether under this Section 12.14 or under any other provision of the Credit Documents), the German Borrower acknowledges that: (i) nothing in this Section 12.14 shall impose any obligation on the Collateral Agent to advance any sum to the German Borrower or otherwise under any Credit Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (h) For the avoidance of doubt, a Parallel Debt will become due and payable at the same time the German Borrower’s Obligations become due and payable.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ai) Each Obligor hereby The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Facility Administrative Agent an amount equal to the aggregate of all its Principal Obligations to all the Finance Parties Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of such Principal Obligations this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof, its thereof are referred to as “Parallel Debt”). (bii) Each of the Parties hereby parties to this Agreement acknowledges that: that (i) for this purpose, the Parallel Debt of an Obligor the Borrower constitutes undertakings, obligations and liabilities of such Obligor the Borrower to the Facility Administrative Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has the Borrower owes to any Finance Party; and Lender or Issuing Bank and (ii) that the Parallel Debt represents the Facility Administrative Agent’s own claim to receive payment of such Parallel Debt by such Obligor, the Borrower; provided that the total amount which may become due under the Parallel Debt of such Obligor the Borrower under this Clause clause (k) shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor the Borrower to all the Finance PartiesLenders and the Issuing Bank. (iA) The total amount due by an Obligor the Borrower as the Parallel Debt under this Clause 24.3 clause (k) shall be decreased to the extent that such Obligor the Borrower shall have irrevocably and unconditionally paid any amounts to the Finance Parties Lenders and the Issuing Bank or any of them to reduce such Obligorthe Borrower’s outstanding Principal Obligations or any Finance Party Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Principal Obligations (other than by virtue of paragraph (iiB) belowhereafter); and and (iiB) to the extent that an Obligor the Borrower shall have irrevocably and unconditionally paid any amounts to the Facility Administrative Agent under the Parallel Debt or the Facility Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Principal Obligations shall be decreased.

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (ai) Each Obligor hereby The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Facility Administrative Agent an amount equal to the aggregate of all its Principal Foreign Obligations to all the Finance Parties Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of such Principal Obligations this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof, its thereof are referred to as “Parallel Debt”). (bii) Each of the Parties hereby parties to this Agreement acknowledges that: that (i) for this purpose, the Parallel Debt of an Obligor the Euro Borrower constitutes undertakings, obligations and liabilities of such Obligor the Euro Borrower to the Facility Administrative Agent which are separate and independent from, and without prejudice to, the Principal Foreign Obligations which such Obligor has the Euro Borrower owes to any Finance Party; and Lender or Issuing Bank and (ii) that the Parallel Debt represents the Facility Administrative Agent’s own claim to receive payment of such Parallel Debt by such Obligor, the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of such Obligor the Euro Borrower under this Clause clause (k) shall never exceed the total amount which may become due under all the Principal Foreign Obligations of such Obligor the Euro Borrower to all the Finance PartiesLenders and the Issuing Bank. (iA) The total amount due by an Obligor the Euro Borrower as the Parallel Debt under this Clause 24.3 clause (k) shall be decreased to the extent that such Obligor the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Finance Parties Lenders and the Issuing Bank or any of them to reduce such Obligorthe Euro Borrower’s outstanding Principal Foreign Obligations or any Finance Party Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Principal Foreign Obligations (other than by virtue of paragraph (iiB) belowhereafter); and (iiB) to To the extent that an Obligor the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Facility Administrative Agent under the Parallel Debt or the Facility Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Principal Foreign Obligations shall be decreased.

Parallel Debt. (a) Each Obligor hereby For the purpose of any German Security Document, the German Borrower irrevocably and unconditionally undertakes, as far as necessary in advanceby way of an abstract acknowledgement of debt, to pay to the Facility Collateral Agent as creditor in its own right and not as representative of the Secured Parties, an amount equal to the aggregate of all its Principal Obligations of the German Borrower to all the Finance Parties each Secured Party from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its hereinafter being the “Parallel Debt”). (b) Each of the Parties The parties to this Agreement hereby acknowledges that: acknowledge and agree that (i) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor the German Borrower to the Facility Collateral Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has the German Borrower have to any Finance Secured Party; and , and (ii) that the Parallel Debt represents the Facility Collateral Agent’s own claim to receive payment of such Parallel Debt by such Obligor, the German Borrower; provided that the total amount which may become due under the Parallel Debt of such Obligor the German Borrower under this Clause Section 12.14(b) shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor the German Borrower to all the Finance Secured Parties. (ic) The total amount due by an Obligor the German Borrower as the Parallel Debt under this Clause 24.3 Section 12.14 shall be decreased to the extent that such Obligor the German Borrower shall have paid any amounts to the Finance Secured Parties or any of them to reduce such Obligorthe German Borrower’s outstanding Principal Obligations or any Finance a Secured Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (iiSection 12.14(d) below); and (ii) to the extent that an Obligor shall have paid any amounts to the Facility Agent under the Parallel Debt or the Facility Agent shall have otherwise received monies in payment of such Parallel Debt, the total amount due under the Principal Obligations shall be decreased.

Parallel Debt. (a) Each Obligor hereby To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes, as far as undertakes (and to the extent necessary undertakes in advance, advance (bij voorbaat)) to pay to the Facility European Collateral Agent an amount amounts equal to the aggregate of all its Principal Obligations to all the Finance Parties any amounts owing from time to time due in accordance with the terms by a European Loan Party to any Guaranteed Party under any Loan Document as and conditions of such Principal Obligations (such payment undertaking when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and liabilities are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which are the result thereof, each Loan Party is liable under Section 9.21 (its “Parallel Debt). (b”) Each of the Parties hereby acknowledges be limited or affected in any way by its Corresponding Debt provided that: (ia) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor to the Facility Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has to any Finance Party; and (ii) the Parallel Debt represents the Facility Agent’s own claim to receive payment of such Parallel Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor to all the Finance Parties. (i) The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 each Loan Party shall be decreased to the extent that such Obligor shall have its Corresponding Debt has been irrevocably paid any amounts to or (in the Finance Parties or any case of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (iiguarantee obligations) below)discharged; and (iib) the Corresponding Debt of each Loan Party shall be decreased to the extent that an Obligor shall have its Parallel Debt has been irrevocably paid any amounts to or (in the Facility Agent under case of guarantee obligations) discharged; and (c) the amount of the 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 Facility Dutch Security Agreements to the European Collateral Agent shall have otherwise 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 monies in payment 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 such any Lien granted to secure each Parallel Debt, the total amount due under the Principal Obligations shall be decreasedapplied 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 9.21 or under any other provision of the 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 Document, the 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 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 a Dutch Security Agreement is enforced by the European Collateral Agent.

Parallel Debt. (a) Each Obligor hereby To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party irrevocably and unconditionally undertakes, as far as undertakes (and to the extent necessary undertakes in advance, advance (bij voorbaat)) to pay to the Facility European Collateral Agent an amount amounts equal to the aggregate of all its Principal Obligations to all the Finance Parties any amounts owing from time to time due in accordance with the terms by a European Loan Party to any Guaranteed Party under any Loan Document as and conditions of such Principal Obligations (such payment undertaking when those amounts are due. Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and liabilities are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which are the result thereof, each Loan Party is liable under Section 9.21 (its “Parallel Debt). (b”) Each of the Parties hereby acknowledges be limited or affected in any way by its Corresponding Debt provided that: (ia) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor to the Facility Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has to any Finance Party; and (ii) the Parallel Debt represents the Facility Agent’s own claim to receive payment of such Parallel Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor to all the Finance Parties. (i) The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 each Loan Party shall be decreased to the extent that such Obligor shall have its Corresponding Debt has been irrevocably paid any amounts to or (in the Finance Parties or any case of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (iiguarantee obligations) below)discharged; and (iib) the Corresponding Debt of each Loan Party shall be decreased to the extent that an Obligor shall have its Parallel Debt has been irrevocably paid any amounts to or (in the Facility Agent under case of guarantee obligations) discharged; and (c) the amount of the 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 Facility Dutch Security Agreements to the European Collateral Agent shall have otherwise 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 monies in payment 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 such any Lien granted to secure each Parallel Debt, the total amount due under the Principal Obligations shall be decreasedapplied 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 9.21 or under any other provision of the 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 Document, the 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 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 a Dutch Security Agreement is enforced by the European Collateral Agent. SECTION 9.22 [Reserved].

Parallel Debt. (a) Each Obligor Loan Party hereby irrevocably and unconditionally undertakes, as far as undertakes (and to the extent necessary undertakes in advance, ) without duplication to pay to the Facility Collateral Agent an amount amounts equal to the aggregate of all its Principal Obligations to all the Finance Parties any amounts owing from time to time by such Loan Party to any Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document or otherwise in accordance with respect of the terms and conditions of Obligations payable by such Principal Obligations Loan Party to any Secured Party (such payment undertaking undertakings under this Section 9.25 and the obligations and liabilities which are resulting therefrom being the result thereof, its “Parallel Debt”). (b) Each The Collateral Agent shall have its own independent right without duplication to demand payment of the Parallel Debt by each Loan Party when due. Each Loan Party and the Collateral Agent acknowledge that the obligations of each Loan Party under this Section 9.25 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Loan Party to any Secured Party under this Agreement or any other Loan Document or otherwise in respect of the Obligations payable by such Loan Party to any Secured Party (the “Corresponding Debt”), provided that: (i) the Parallel Debt shall be decreased to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (iv) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; and (v) the Loan Parties hereby shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (c) The security granted under any German Collateral Agreement with respect to the Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of the Parallel Debt. (d) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Agreement or any other Loan Document), each of the Loan Parties acknowledges that: (i) for nothing in this purpose, Agreement shall impose any obligation on the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor Collateral Agent to the Facility Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has advance any sum to any Finance PartyLoan Party or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other that those which it has in its capacity as a Lender. (e) The parties to this Agreement acknowledge and confirm that the provisions contained in this Section 9.25 shall not be interpreted so as to increase the maximum total amount of the Obligations. (f) The Parallel Debt represents shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Facility Agent’s own claim to receive payment Secured Parties under any of such Parallel Debt the other Loan Documents or Bank Product Agreements, be it by such Obligorvirtue of assignment, novation or otherwise, provided that the total amount which Collateral Agent may become due under not assign or transfer any claim arising from the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor other than to all the Finance Partiesany successor Collateral Agent. (ig) The total amount due All monies received or recovered by an Obligor as the Collateral Agent pursuant to this Agreement and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security granted to secure the Parallel Debt under this Clause 24.3 shall be decreased to applied in accordance with the extent that such Obligor shall have paid any amounts to the Finance Parties or any terms of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (ii) below); and (ii) to the extent that an Obligor shall have paid any amounts to the Facility Agent under the Parallel Debt or the Facility Agent shall have otherwise received monies in payment of such Parallel Debt, the total amount due under the Principal Obligations shall be decreasedthis Agreement.

Parallel Debt. (a) Each Obligor hereby To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each EU Loan Party irrevocably and unconditionally undertakes, as far as undertakes (and to the extent necessary undertakes in advance, advance (bij voorbaat)) to pay to the Facility European Collateral Agent an amount amounts equal to the aggregate of all its Principal Obligations to all the Finance Parties any amounts owing from time to time due in accordance with the terms by an EU Loan Party to any Guaranteed Party under any Loan Document as and conditions of such Principal Obligations (such payment undertaking when those amounts are due. Each EU Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each Loan Party under this Section 9.21 are several and liabilities are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which are the result thereof, each Loan Party is liable under Section 9.21 (its “Parallel Debt). (b”) Each of the Parties hereby acknowledges be limited or affected in any way by its Corresponding Debt provided that: (ia) for this purpose, the Parallel Debt of an Obligor constitutes undertakings, obligations and liabilities of such Obligor to the Facility Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has to any Finance Party; and (ii) the Parallel Debt represents the Facility Agent’s own claim to receive payment of such Parallel Debt by such Obligor, provided that the total amount which may become due under the Parallel Debt of such Obligor under this Clause shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor to all the Finance Parties. (i) The total amount due by an Obligor as the Parallel Debt under this Clause 24.3 each Loan Party shall be decreased to the extent that such Obligor shall have its Corresponding Debt has been irrevocably paid any amounts to or (in the Finance Parties or any case of them to reduce such Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of paragraph (iiguarantee obligations) below)discharged; and (iib) the Corresponding Debt of each Loan Party shall be decreased to the extent that an Obligor shall have its Parallel Debt has been irrevocably paid any amounts to or (in the Facility Agent under case of guarantee obligations) discharged; and (c) the amount of the 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 Facility Dutch Security Agreements to the European Collateral Agent shall have otherwise 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 monies in payment 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 such any Lien granted to secure each Parallel Debt, the total amount due under the Principal Obligations shall be decreasedapplied 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 9.21 or under any other provision of the 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 Document, the 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 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 a Dutch Security Agreement is enforced by the European Collateral Agent.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ai) Each Obligor hereby The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Facility Administrative Agent an amount equal to the aggregate of all its Principal Obligations to all the Finance Parties Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of such Principal Obligations this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof, its thereof are referred to as “Parallel Debt”). (bii) Each of the Parties hereby parties to this Agreement acknowledges that: that (i) for this purpose, the Parallel Debt of an Obligor the Borrower constitutes undertakings, obligations and liabilities of such Obligor the Borrower to the Facility Administrative Agent which are separate and independent from, and without prejudice to, the Principal Obligations which such Obligor has the Borrower owes to any Finance Party; and Lender or Issuing Bank and (ii) that the Parallel Debt represents the Facility Administrative Agent’s own claim to receive payment of such Parallel Debt by such Obligor, the Borrower; provided that the total amount which may become due under the Parallel Debt of such Obligor the Borrower under this Clause clause (k) shall never exceed the total amount which may become due under all the Principal Obligations of such Obligor the Borrower to all the Finance PartiesLenders and the Issuing Bank. (iA) The total amount due by an Obligor the Borrower as the Parallel Debt under this Clause 24.3 clause (k) shall be decreased to the extent that such Obligor the Borrower shall have irrevocably and unconditionally paid any amounts to the Finance Parties Lenders and the Issuing Bank or any of them to reduce such Obligorthe Borrower’s outstanding Principal Obligations or any Finance Party Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Principal Obligations (other than by virtue of paragraph (iiB) belowhereafter); and and (iiB) to the extent that an Obligor the Borrower shall have irrevocably and unconditionally paid any amounts to the Facility Administrative Agent under the Parallel Debt or the Facility Administrative Agent shall have otherwise received otherwisereceived monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Principal Obligations shall be decreased.