Common use of Dutch Parallel Debt Clause in Contracts

Dutch Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to Collateral Agent (the “Dutch Parallel Debt”), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount due and payable by a Loan Party to Collateral Agent under this Section 12.18 shall be decreased to the extent that the Dutch 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 Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18. (c) Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than Collateral 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 Collateral Agent to receive payment under this Section 12.18. (e) If Collateral Agent resigns, each Loan Party shall execute such documents and take all such other action as is necessary or (in the opinion of Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel Debt. (f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.

Dutch Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (the “Dutch Parallel Debt”), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount due and payable by a Loan Party to the Collateral Agent under this Section 12.18 12.19 shall be decreased to the extent that the Dutch 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 Dutch Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.1812.19. (c) The Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 12.19 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than the Collateral 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 Collateral Agent to receive payment under this Section 12.1812.19. (e) If the Collateral Agent resigns, each Loan Party shall execute such documents and take all such other action as is necessary or (in the opinion of the Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel Debt. (f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in the Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.

Dutch Parallel Debt. 10.17.1. Each of the Dutch Borrowers and the Company (aeach a “Parallel Debt Obligor”) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to Collateral the Agent an amount equal to the aggregate amount payable by it from time to time in respect of (a) its Obligations and (b) each Rate Management Transaction entered into by it with any counterparty that was a Lender (or an Affiliate thereof) at the time such Rate Management Transaction was entered into (unless the applicable Lender party thereto agreed in writing not be secured pursuant to this Agreement) (the “Swap Obligations”). The payment undertaking of each Parallel Debt Obligor to the Agent is hereinafter to be referred to as such Parallel Debt Obligor’s “Dutch Parallel Debt”), as creditor in its own right and not as representative . 10.17.2. The Dutch Parallel Debt of the other Dutch Secured Parties, sums equal to and each Parallel Debt Obligor will be payable in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount due and payable by a Loan Party to Collateral Agent under this Section 12.18 shall be decreased to the extent that the Dutch Secured Parties have received (and are able to retain) payment in full or currencies of the corresponding amount Obligations and Swap Obligations. 10.17.3. Any obligation under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18of any Parallel Debt Obligor shall become due and payable (opeisbaar) as and when and to the extent one or more of the corresponding Obligations or Swap Obligations become due and payable. The parties hereto agree that a Default in respect of the Obligations or Swap Obligations shall constitute a default (verzuim) within the meaning of Article 3:248 Netherlands Civil Code with respect to the relevant Dutch Parallel Debt of a Parallel Debt Obligor as well without any notice being required therefor. (c) Collateral Agent shall have its own independent right to demand payment 10.17.4. Each of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party.parties hereto acknowledges that: (da) The rights of the Dutch Secured Parties (other than Collateral Agent) Parallel Debt of each Parallel Debt Obligor constitutes an undertaking, obligation and liability of such Parallel Debt Obligor to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are Agent which is separate and independent from, and without prejudice to, the rights Obligations and Swap Obligations; and (b) the Dutch Parallel Debt of Collateral Agent each Parallel Debt Obligor represents the Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Dutch Parallel Debt from such Parallel Debt Obligor and shall not constitute the Agent and any holder of Obligations or Swap Obligations as joint creditors (hoofdelijk schuldeisers) of any Obligation or Swap Obligation, it being understood that the amount which may become payable by a Parallel Debt Obligor as its Dutch Parallel Debt shall never exceed the total of the amounts which are payable by it under this Section 12.18its Obligations and Swap Obligations. (e) If Collateral Agent resigns10.17.5. For the avoidance of doubt, each Loan Party Parallel Debt Obligor and the Agent confirm that the claims of the Agent against each Parallel Debt Obligor in respect of its Dutch Parallel Debt and the claims of any one or more of the holders of Obligations or Swap Obligations against each Parallel Debt Obligor in respect of its Obligations and Swap Obligations payable by it to such holders of Obligations or Swap Obligations do not constitute common property (gemeenschap) within the meaning of article 3:166 Netherlands Civil Code and that the provisions relating to common property shall execute not apply. If, however, it shall be held that such documents claim of the Agent and take all such other action as is necessary claims of any one or more of the holders of Obligations or Swap Obligations do constitute common property and the provisions relating to common property do apply, the parties agree that the applicable provisions of this Agreement shall constitute the respective administration agreement (beheersregeling) within the meaning of article 3:168 Netherlands Civil Code. 10.17.6. To the extent the Agent irrevocably (onaantastbaar) receives any amount in payment of any Dutch Parallel Debt, the opinion Agent shall distribute such amount among the holders of Collateral Agent) desirable in connection with Secured Obligations that are creditors of the substitution, corresponding Obligations or Swap Obligations in accordance with the applicable law, provisions of this Agreement. Each Parallel Debt Obligor and the successor Collateral Agent as creditor agree that upon irrevocable receipt by the Agent of any amount in payment of the Dutch Parallel Debt and as beneficiary of any Collateral securing Parallel Debt Obligor (a “Received Amount”), the Dutch Parallel Debtcorresponding Obligations or Swap Obligations shall be reduced by amounts totaling an amount equal to the Received Amount (a “Deductible Amount”) in the manner as if the Deductible Amount were received as payment of the relevant Obligations or Swap Obligations on the date of receipt by the Agent of the Received Amount. (f) Notwithstanding 10.17.7. The parties hereto acknowledge and agree that, for purposes of a Dutch pledge, any provision to resignation by the contrary in any Loan Document, in relation to the Agent is not effective until its rights under each Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant of a Parallel Debt Obligor is assigned to the Loan Documents are subject to any restrictions imposed by mandatory Dutch lawsuccessor Agent.

Dutch Parallel Debt. (a) For Each Loan Party undertakes with the Agent to pay to the Agent its Dutch Parallel Debts. This subclause (a) is for the purpose of ensuring the validity and enforceability effect of any Dutch Collateral security which is governed by the laws of the Netherlands and granted or to be granted by any Loan Party pursuant to the Loan Documents and without prejudice to the other provisions of the Loan Documents. (b) Each Dutch Parallel Debt is a separate and independent obligation and shall not constitute the Agent and any Agent or Lender as joint creditors of any Underlying Debt. If notwithstanding any other provision Subclause (b) of this AgreementSection 17.15, each Loan Party hereby irrevocably any Dutch Parallel Debt constitutes the Agent as a joint creditor with any Agent or Lender, the Agent may determine (at its discretion) that that Dutch Parallel Debt and unconditionally undertakes to pay to Collateral Agent one or more other Dutch Parallel Debts shall be combined into one single Dutch Parallel Debt (the a “Combined Dutch Parallel Debt”), as creditor in its own right and not as representative whereupon those Dutch Parallel Debts shall be combined into a Combined Dutch Parallel Debt the amount of which shall be equal to the aggregate of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each amounts of the Loan Documents Underlying Debts combined into it and which shall, if the Underlying Debts are expressed in different currencies, be expressed in such currencies as the Agent may determine, and when that amount falls which shall, if the Underlying Debts combined into it fall due for payment under the relevant Loan Document. at different times, fall due in parts corresponding to those Underlying Debts (b) Any amount due but otherwise in accordance with Section 2.1), and payable by a Loan Party to Collateral Agent under which this Section 12.18 Agreement shall be decreased to the extent that otherwise apply as if the Dutch Secured Parties have received Combined Parallel Debt were a Dutch Parallel Debt. If any Underlying Debt is avoided or reduced (and are able other than as a result of payment to, or recovery or discharge by, the Agent or the Lenders to retain) payment in full which the Underlying Debt is owed, or otherwise with the consent of that Agent or Lender), then the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18corresponding to that Underlying Debt shall be equal to the amount which the Underlying Debt would have had if the avoidance or reduction had not occurred. (c) Collateral Agent shall have its own independent right to demand payment of the amounts payable by each No Loan Party under this Section 12.18 may pay any Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Agent. Without prejudice to the previous sentence, no Loan Party shall not act as not as agent, trustee or representative be obliged to pay any Dutch Parallel Debt before the corresponding Underlying Debt has fallen due. All payments to be made by a Loan Party in respect of its Dutch Parallel Debts shall be calculated and be made without (and clear of any other Dutch Secured Partydeduction for) set-off or counterclaim. (d) The rights Any payment made, or amount recovered, in respect of a Loan Party’s Dutch Parallel Debts shall reduce the Underlying Debts owed to an Agent or Lender by the amount which that Agent or Lender has received out of that payment or recovery under the Loan Documents. Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debts and any security governed by the laws of the Dutch Secured Parties Netherlands, the Agent shall act in its own name and not as agent (other than Collateral Agent) but always for the benefit of the Agents and Lenders in accordance with the provisions of the Loan Documents), and the rights, powers and authorities vested in the Agent pursuant 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, subject to any restrictions imposed by mandatory Dutch law. If the rights of Collateral Agent to receive payment under this resigns in accordance with Section 12.18. (e) If Collateral Agent resigns15.9, each Loan Party shall execute such documents and take all such other action as is necessary or (in the opinion of Collateral the Agent or successor Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt Debts and as beneficiary of any Collateral security securing the Dutch Parallel Debt. (f) Notwithstanding any provision Debts. -80- *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch lawomitted portions.

Dutch Parallel Debt. (a) For Each of the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party Issuers hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the aggregate amount payable (verschuldigd) by it to the Holders under the Notes Obligations, (these payment undertakings to the Collateral Agent hereinafter collectively referred to as the “Dutch Parallel DebtDebt Notes Obligations”), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount The Parallel Debt Notes Obligations will become due and payable by a Loan Party to (opeisbaar) immediately upon the Collateral Agent under this Section 12.18 shall Agent’s first demand, which may be decreased to the extent that the Dutch Secured Parties have received (made at any time, as and are able to retain) payment in full when one or more of the corresponding amount under the other provisions of the Loan Documents and any amount Notes Obligations becomes due and payable by a Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18payable. (c) Each of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt Notes Obligations constitutes undertakings, obligations and liabilities of the Issuers to the Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than Collateral Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate transferable and independent from, and without prejudice to, the rights of corresponding Notes Obligations and (ii) the Parallel Debt Notes Obligations represent the Collateral Agent Agent’s own separate claims to receive payment of the Parallel Debt Notes Obligations from the Issuers, it being understood, that the amounts which may become due and payable by the Issuers in respect of the Parallel Debt Notes Obligations from time to time shall never exceed the aggregate amount which is payable under the Notes Obligations from time to time. (d) For the avoidance of doubt, each of the parties to this Section 12.18Agreement confirms that the claims of the Collateral Agent against the Issuers in respect of the Parallel Debt Notes Obligations and the claims of any or more of the Holders against the Issuers in respect of the Notes Obligations payable to the Holders do not constitute common property (een gemeenschap) within the meaning of Article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claims of the Collateral Agent and such claims of any one or more of the Holders do constitute such common property and such provisions do apply, the parties to this Agreement agree that the Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 NCC. (e) If Collateral Agent resignsFor the avoidance of doubt, each Loan Party shall execute such documents the parties hereto confirm that this Agreement is not to be construed as an agreement as referred to in Article 6:16 NCC and take all such other action as is necessary or (in the opinion of Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel Debt. (f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.that Article

Dutch Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby Each Guarantor irrevocably and unconditionally undertakes to pay to the Collateral Agent (the “Dutch Parallel Debt”)amounts equal to, as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by or currencies of, its Dutch Corresponding Debt on the Offshore Borrowers under each terms and conditions specified in Section 12.12 of the Loan Documents as and when that amount falls due for payment under the relevant Loan DocumentCredit Agreement. (b) Any amount The Dutch Parallel Debt of each Guarantor (i) shall become due and payable by a Loan Party to Collateral Agent under this Section 12.18 shall be decreased to at the extent that the same time as its Dutch Secured Parties have received Corresponding Debt; and (ii) is independent 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 Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18. (c) Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than Collateral 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 Dutch Corresponding Debt. (c) For purposes of this Section 24, the rights of Collateral Agent (i) is the independent and separate creditor of each Dutch Parallel Debt; (ii) acts in its own name and not as agent, representative or trustee of the Secured Creditors and its claims in respect of each Dutch Parallel Debt shall not be held on trust; and (iii) shall have the independent and separate right to receive demand payment under this Section 12.18of each Dutch Parallel Debt in its own name (including, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). (d) The Dutch Parallel Debt of each Guarantor shall be (i) decreased to the extent that its Dutch Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent to that its Dutch Corresponding Debt has increased, and the Dutch Corresponding Debt of each Guarantor shall be (x) decreased to the extent that its Dutch Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Dutch Parallel Debt has increased, in each case provided that the Dutch Parallel Debt of a Guarantor shall never exceed its Dutch Corresponding Debt. (e) If Each Guarantor may not pay any of its Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Collateral Agent resignsAgent. Without prejudice to the preceding sentence, each Loan Dutch Credit Party shall execute such documents and take all such other action as is necessary or (in the opinion of Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of be obliged to pay the Dutch Parallel Debt and as beneficiary (or if such Guarantor‘s Dutch Corresponding Debt is due at different times, an amount of any Collateral securing the relevant Dutch Parallel Debt corresponding to its relevant Dutch Corresponding Debt) only when its relevant Dutch Corresponding Debt has become due. (f) Notwithstanding any provision All parties to this Agreement have acknowledged and agreed with and/or shall acknowledge and agree with the provisions of this Section 24. (g) For the avoidance of doubt, each Guarantor and the Collateral Agent acknowledge and agree that the rules applicable in respect of common property (gemeenschap) do not apply, whether or not by analogy, to the contrary in relation between any Loan Document, in relation relevant parties to the relevant Dutch Parallel Debt and any Dutch Collateral Document Security Agreement as a result of the rights, powers and authorities vested provisions in this Section 24. (h) All amounts received or recovered by the Collateral Agent pursuant in connection with Section 12.12 of the Credit Agreement and owed to Lenders, to the Loan Documents are subject to any restrictions imposed extent permitted by mandatory applicable law, shall be applied in accordance with Section 13.06 of the Credit Agreement. (i) This Section 24 applies for the purpose of determining the Secured Obligations in each Dutch lawSecurity Agreement.

Dutch Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party The U.S. Issuer hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the aggregate amount payable (verschuldigd) by it to the Holders under the Notes Obligations, (these payment undertakings to the Collateral Agent hereinafter collectively referred to as the “Dutch Parallel DebtDebt Notes Obligations”), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount The Parallel Debt Notes Obligations will become due and payable by a Loan Party to (opeisbaar) immediately upon the Collateral Agent under this Section 12.18 shall Agent’s first demand, which may be decreased to the extent that the Dutch Secured Parties have received (made at any time, as and are able to retain) payment in full when one or more of the corresponding amount under the other provisions of the Loan Documents and any amount Notes Obligations becomes due and payable by a Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18payable. (c) Each of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt Notes Obligations constitutes undertakings, obligations and liabilities of the U.S. Issuer to the Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than Collateral Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate transferable and independent from, and without prejudice to, the rights of corresponding Notes Obligations and (ii) the Parallel Debt Notes Obligations represent the Collateral Agent Agent’s own separate claims to receive payment of the Parallel Debt Notes Obligations from the U.S. Issuer, it being understood, that the amounts which may become due and payable by the U.S. Issuer in respect of the Parallel Debt Notes Obligations from time to time shall never exceed the aggregate amount which is payable under the Notes Obligations from time to time. (d) For the avoidance of doubt, each of the parties to this Section 12.18Agreement confirms that the claims of the Collateral Agent against the U.S. Issuer in respect of the Parallel Debt Notes Obligations and the claims of any or more of the Holders against the U.S. Issuer in respect of the Notes Obligations payable to the Holders do not constitute common property (een gemeenschap) within the meaning of Article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claims of the Collateral Agent and such claims of any one or more of the Holders do constitute such common property and such provisions do apply, the parties to this Agreement agree that the Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 NCC. (e) If Collateral Agent resignsFor the avoidance of doubt, each Loan Party shall execute such documents the parties hereto confirm that this Agreement is not to be construed as an agreement as referred to in Article 6:16 NCC and take all such other action as is necessary or (in the opinion of Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel Debt. (f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.that Article

Dutch Parallel Debt. 10.17.1. Each of the Dutch Borrowers and the Company (aeach a “Parallel Debt Obligor”) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to Collateral the Agent an amount equal to the aggregate amount payable by it from time to time in respect of (a) its Obligations and (b) each Rate Management Transaction entered into by it with any counterparty that was a Lender (or an Affiliate thereof) at the time such Rate Management Transaction was entered into (unless the applicable Lender party thereto agreed in writing not be secured pursuant to this Agreement) (the “Swap Obligations”). The payment undertaking of each Parallel Debt Obligor to the Agent is hereinafter to be referred to as such Parallel Debt Obligor’s “Dutch Parallel Debt”), as creditor in its own right and not as representative . 10.17.2. The Dutch Parallel Debt of the other Dutch Secured Parties, sums equal to and each Parallel Debt Obligor will be payable in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount due and payable by a Loan Party to Collateral Agent under this Section 12.18 shall be decreased to the extent that the Dutch Secured Parties have received (and are able to retain) payment in full or currencies of the corresponding amount Obligations and Swap Obligations. 10.17.3. Any obligation under the other provisions of the Loan Documents and any amount due and payable by a Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18of any Parallel Debt Obligor shall become due and payable (opeisbaar) as and when and to the extent one or more of the corresponding Obligations or Swap Obligations become due and payable. The parties hereto agree that a Default in respect of the Obligations or Swap Obligations shall constitute a default (verzuim) within the meaning of Article 3:248 Netherlands Civil Code with respect to the relevant Dutch Parallel Debt of a Parallel Debt Obligor as well without any notice being required therefor. (c) Collateral Agent shall have its own independent right to demand payment 10.17.4. Each of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party.parties hereto acknowledges that: (da) The rights of the Dutch Secured Parties (other than Collateral Agent) Parallel Debt of each Parallel Debt Obligor constitutes an undertaking, obligation and liability of such Parallel Debt Obligor to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are Agent which is separate and independent from, and without prejudice to, the rights Obligations and Swap Obligations; and (b) the Dutch Parallel Debt of Collateral Agent each Parallel Debt Obligor represents the Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Dutch Parallel Debt from such Parallel Debt Obligor and shall not constitute the Agent and any holder of Obligations or Swap Obligations as joint creditors (hoofdelijk schuldeisers) of any Obligation or Swap Obligation, it being understood that the amount which may become payable by a Parallel Debt Obligor as its Dutch Parallel Debt shall never exceed the total of the amounts which are payable by it under this Section 12.18its Obligations and Swap Obligations. (e) If Collateral Agent resigns10.17.5. For the avoidance of doubt, each Loan Party Parallel Debt Obligor and the Agent confirm that the claims of the Agent against each Parallel Debt Obligor in respect of its Dutch Parallel Debt and the claims of any one or more of the holders of Obligations or Swap Obligations against each Parallel Debt Obligor in respect of its Obligations and Swap Obligations payable by it to such holders of Obligations or Swap Obligations do not constitute common property (gemeenschap) within the meaning of article 3:166 Netherlands Civil Code and that the provisions relating to common property shall execute not apply. If, however, it shall be held that such documents claim of the Agent and take all such other action as is necessary claims of any one or more of the holders of Obligations or Swap Obligations do constitute common property and the provisions relating to common property do apply, the parties agree that the applicable provisions of this Agreement shall constitute the respective administration agreement (beheersregeling) within the meaning of article 3:168 Netherlands Civil Code. 10.17.6. To the extent the Agent irrevocably (onaantastbaar) receives any amount in payment of any Dutch Parallel Debt, the opinion Agent shall distribute such amount among the Holders of Collateral Agent) desirable in connection with Secured Obligations that are creditors of the substitution, corresponding Obligations or Swap Obligations in accordance with the applicable law, provisions of this Agreement. Each Parallel Debt Obligor and the successor Collateral Agent as creditor agree that upon irrevocable receipt by the Agent of any amount in payment of the Dutch Parallel Debt and as beneficiary of any Collateral securing Parallel Debt Obligor (a “Received Amount”), the Dutch Parallel Debtcorresponding Obligations or Swap Obligations shall be reduced by amounts totaling an amount equal to the Received Amount (a “Deductible Amount”) in the manner as if the Deductible Amount were received as payment of the relevant Obligations or Swap Obligations on the date of receipt by the Agent of the Received Amount. (f) Notwithstanding 10.17.7. The parties hereto acknowledge and agree that, for purposes of a Dutch pledge, any provision to resignation by the contrary in any Loan Document, in relation to the Agent is not effective until its rights under each Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant of a Parallel Debt Obligor is assigned to the Loan Documents are subject to any restrictions imposed by mandatory Dutch lawsuccessor Agent.

Dutch Parallel Debt. Solely for purposes of the Loan Documents governed by the laws of The Netherlands: (a) For Each of the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party Parties hereby irrevocably and unconditionally undertakes agrees to pay to the Collateral Agent an amount equal to the aggregate amount of obligations payable by each such Loan Party in respect of its Corresponding Obligations as they may exist from time to time (the “Dutch each obligation undertaken by any Loan Party being referred to herein as "Parallel Debt”"), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency . The Parallel Debt of each amount Loan Party will be payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Documentin US Dollars. (b) Any amount The Parallel Debt of each Loan Party will become due and payable by a (opeisbaar) as and when one or more of the Corresponding Obligations of such Loan Party to Collateral Agent under this Section 12.18 shall be decreased to the extent that the Dutch 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 become due and payable by a under the Loan Party to the Dutch Secured Parties under those provisions shall be decreased to the extent that Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18Documents. (c) Each of the Loan Parties hereby acknowledges that: (i) its Parallel Debt constitutes an undertaking, obligation and liability of the relevant Loan Party to the Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than Collateral Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are which is separate and independent from, and without prejudice to, the rights of Corresponding Obligations; and (ii) its Parallel Debt represents the Collateral Agent Agent's own separate and independent claim (eigen en zelfstandige vordering) to receive payment under of such Parallel Debt from such Loan Party, it being understood, in each case, that pursuant to this Section 12.1812.23, the amount which may become payable by any Loan Party as its Parallel Debt shall not exceed the total of the amounts which are payable under the Corresponding Obligations of such Loan Party. (d) For the avoidance of doubt, the parties confirm that the claim of the Collateral Agent against any Loan Party in respect of its Parallel Debt and the claims of any one or more of the Agent or the Lenders against such Loan Party in respect of the Corresponding Obligations payable by such Loan Party to the Agent or Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code and that the provisions relating to common property shall not apply to the Corresponding Obligations. If, however, the claim of the Collateral Agent and the claims of any one or more of the Agent and the Lenders constitute common property and the provisions of common property are applicable, the parties agree that this Section 12.23 shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 of the Netherlands Civil Code. (e) If To the extent the Collateral Agent resignsirrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt of any Loan Party, each Loan Party the Collateral Agent shall execute such documents distribute that amount among the Agent and take all such other action as is necessary or (in the opinion of Collateral Agent) desirable in connection with the substitution, Lenders in accordance with applicable law, the other provisions of the successor Loan Documents. Upon irrevocable receipt by the Collateral Agent of any amount so distributed to it in payment of such Parallel Debt (a "Received Amount"), the Corresponding Obligations of such Loan Party to the Agent and Lenders shall be reduced on the date of receipt by the Collateral Agent by an amount equal to the Received Amount in a manner as creditor if the Deductible Amount were received as payment of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel DebtCorresponding Obligations. (f) Notwithstanding any provision to Solely for purposes of this Section 12.23, a "Corresponding Obligation" means the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.Obligations. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Dutch Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of any Dutch Collateral Documents and notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (the “Dutch Parallel Debt”), as creditor in its own right and not as representative of the other Dutch Secured Parties, sums equal to and in the currency of each amount payable by the Offshore Borrowers under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document. (b) Any amount due and payable by a Loan Party to the Collateral Agent under this Section 12.18 shall be decreased to the extent that the Dutch 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 Dutch Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment of the Dutch Parallel Debt under this Section 12.18. (c) The Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 12.18 and shall not act as not as agent, trustee or representative of any other Dutch Secured Party. (d) The rights of the Dutch Secured Parties (other than the Collateral 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 Collateral Agent to receive payment under this Section 12.18. (e) If the Collateral Agent resigns, each Loan Party shall execute such documents and take all such other action as is necessary or (in the opinion of the Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of any Collateral securing the Dutch Parallel Debt. (f) Notwithstanding any provision to the contrary in any Loan Document, in relation to the Dutch Parallel Debt and any Dutch Collateral Document the rights, powers and authorities vested in the Collateral Agent pursuant to the Loan Documents are subject to any restrictions imposed by mandatory Dutch law.