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 (a) Notwithstanding any other provision of this Agreement, and solely for the purpose of this Section 27, “Corresponding Debt” means security granted under German law pursuant to any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other Loan Security Document, each Borrower and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor other Credit Parties hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal toto any amounts owing from time to time by that Credit Party to any Secured Parties under any Secured Debt Agreement as and when those amounts are due for payment under the relevant Secured Debt Agreement. (b) Each Borrower and the other Credit Parties acknowledge that the obligations of each Credit Party under Section 13.22(a) are several and are separate and independent from, and shall not in any way limit or affect, the currency corresponding obligations of that Credit Party to any Secured Party under any Secured Debt Agreement (its “Corresponding Debt”) nor shall the amounts for which each Credit Party is liable under Section 13.22(a) (its “Parallel Debt”) be limited or currencies of, affected in any way by its Corresponding Debt. The Debt provided that (A) 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 Credit Party shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or (in the case of Guaranteed Obligations) discharged, ; and (bB) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Credit Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or (in the case of the Obligations) discharged. (c) The Administrative Agent acts in its own name and not as a trustee, and (y) increased to the extent that its Parallel Debt has increased, claims in each case provided that respect of the Parallel Debt shall not be held in trust. The security interest granted under the Secured Debt Agreements to the Administrative Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 13.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be applied in accordance with this Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties (whether under this Section 13.22 or under any other provision of the Secured Debt Agreements) each Credit Party acknowledges that (A) nothing in this Section 13.22 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise under any Secured Debt Agreement, except in its capacity as Lender; and (B) for the purpose of any vote taken under any Secured Debt Agreements, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Subsidiary Guarantor shall never exceed its Corresponding DebtLender.

Parallel Debt. (a) For the purpose of this Section 2710.20, “Corresponding DebtObligations” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any each Loan Party’s Obligations other Loan Document, and “than the Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. . (b) Each Subsidiary Guarantor Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts Agent, acting on its own behalf and not as agent for any person, an amount equal toto the Corresponding Obligations (such payment undertakings by each Loan Party to the Administrative Agent, hereinafter referred to as the “Parallel Debt”). (c) The Parallel Debt will become due and payable in the currency or currencies of, its of the Corresponding Debt. The Parallel Debt Obligations as and when one or more of each Subsidiary Guarantor (a) shall the Corresponding Obligations become due and payable at payable. (d) Each of the same time as its Corresponding parties to this Agreement hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and (b) liability of each Loan Party to the Administrative Agent which is independent transferable and separate and independent from, and without prejudice to, the Corresponding Obligations; (ii) the Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from each Loan Party and (iii) the Liens granted under the Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust, it being understood, that the amount which may become payable by each Loan Party under or pursuant to the Parallel Debt from time to time shall never exceed the aggregate amount which is payable under the relevant Corresponding Debt. Obligations from time to time. (e) For the purposes purpose of this Section 27, 10.20 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 (for the benefit of the Secured Parties and each subsequent maker of any Loan by its making thereof) and not as agent, agent or representative or trustee of any of the Lenders Secured Parties and each subsequent maker of any Loan by its claims making thereof. (f) To the extent the Administrative Agent irrevocably receives any amount in respect payment of each the Parallel Debt and (the “Received Amount”), the Corresponding Obligations shall be reduced by an aggregate amount (the “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations. For the avoidance of doubt, to the extent the Administrative Agent irrevocably receives any amount in payment of the Corresponding Obligations, the Parallel Debt shall be reduced accordingly as if such payment was received as a payment of the Parallel Debt. All amounts received or recovered by the Administrative Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be applied in connection accordance with such claims this Agreement. Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.20 or under any other provisions of the Loan Documents or any Secured Cash Management Agreement or Secured Hedge Agreement) each Loan Party acknowledges that (i) nothing in this Section 10.20 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, except in its capacity as Lender, Cash Management Bank or Hedge Bank and (ii) for the purpose of any vote taken under any Loan Document or any Secured Cash Management Agreement or Secured Hedge Agreement, the Administrative Agent shall not be held on trust and (c) shall have the independent and separate right to demand payment of each Parallel Debt regarded as having any participation or commitment other than those which it has in its own name (includingcapacity as a Lender, 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 Cash Management Bank 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 DebtHedge Bank.

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. (a) For the purpose of this Section 27creating effective security under Dutch law and the laws of some other jurisdictions, “Corresponding Debt” means any amount which any Subsidiary Guarantor owes under or in connection with under this Guarantee or any other each Loan Document, and “Parallel Debt” means any amount which a Subsidiary Guarantor owes to the Administrative Agent under this Section 27. Each Subsidiary Guarantor Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal toto its Obligations as and when those amounts are due. (b) Each Loan Party and the Administrative Agent acknowledge that the obligations of each Loan Party 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 Loan Party to a Lender, the L/C Issuer, the Administrative Agent or currencies of, any other holder of the Obligations (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt. 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 Loan Party shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or (in the case of guaranty obligations) discharged, and ; (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Loan Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or (in the case of guaranty 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 Loan Party shall never exceed at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this Section 10.12, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Collateral granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.12, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with Section 9.03.

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 Collateral Agent amounts an amount equal to, and to the aggregate amount payable (verschuldigd) by such Borrower in respect of its Corresponding Obligations as they may exist from time to time. The payment undertaking of each Borrower to the Collateral Agent under this paragraph (a) is hereinafter to be referred to as “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of, its of the relevant Corresponding Debt. The Obligations. (b) Each Parallel Debt of each Subsidiary Guarantor (a) shall will become due and payable at (opeisbaar) as and when one or more Corresponding Obligations become due and payable. (c) Each of the same time as its Corresponding parties to this Agreement hereby acknowledges that: (i) Each Parallel Debt constitutes an undertaking, obligation and (b) liability of the relevant Borrower to the Collateral Agent which is separate and independent and separate from, and without prejudice to, its the Corresponding DebtObligations; and (ii) Each Parallel Debt represents the Collateral Agent’s own separate and independent claim (eignen en zelfstandige vordering) to receive payment of such Parallel Debt from relevant Borrower. (d) The Collateral Agent shall distribute such amount received from the payment of Parallel Debt among the Secured Creditors who are creditors of the Corresponding Obligations of such Borrower in accordance with Section 9.02 of the U.S. Security Agreement relating to the distribution of proceeds. For Upon irrevocable (onaantastbaar) receipt by a Secured Creditor or any amount so distributed to it (“Received Amount”), the purposes Corresponding Obligations of such Borrower to the relevant Secured Creditor shall be reduced by amounts totaling an amount (“Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations on the date of receipt by such Secured Creditor of the Received Amount. (e) The Collateral Agent is hereby authorized by the Secured Creditors that are a party to this Agreement to execute and deliver any documents necessary or appropriate to create the rights of pledge governed by the laws of the Netherlands for the benefit of the Secured Creditors. (f) Without prejudice to the provisions of this Section 27Agreement and the other Loan Documents, the Administrative Agent (a) is parties hereto acknowledge and agree with the independent and separate creditor creation of each the parallel debt obligations described in any Parallel Debt, (b) acts in its own name and not as agent, representative or trustee of including that any payment received by the Lenders and its claims Collateral Agent in respect of each any Parallel Debt and any security in connection with such claims shall not will 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 deemed a satisfaction of a Subsidiary Guarantor shall be (a) decreased to pro rata portion of the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (b) increased to corresponding amounts of 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 DebtObligations.

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.

Parallel Debt. For To grant 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 security for the Obligations governed by Dutch law to the Administrative Agent under this Section 27. Each Subsidiary Guarantor Agent, the Borrower irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Administrative Agent amounts equal toto any amounts owing from time to time by the Borrower to any Bank under any Loan Document as and when those amounts are due. (a) The Borrower and the Administrative Agent and the Banks acknowledge that the obligations of the Borrower under this Section 9.22 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the currency corresponding obligations of the Borrower to any Bank under any Loan Document (the “Corresponding Debt”) nor shall the amounts for which the Borrower is liable under this Section 9.22 (the “Parallel Debt”) be limited or currencies of, affected in any way by its Corresponding Debt. The Debt provided that: (A) the Parallel Debt of each Subsidiary Guarantor (a) the Borrower shall become due and payable at be decreased to the same time as its extent that the Corresponding Debt and has been irrevocably paid or (in the case of guaranty obligations) discharged; (B) the Corresponding Debt of the Borrower shall be decreased to the extent that the Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; and (C) the amount of the Parallel Debt of the Borrower shall at all times be equal to the amount of the Corresponding Debt. (b) is independent and separate from, and without prejudice to, its Corresponding Debt. For the purposes purpose of this Section 279.22, 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 any Bank, and its claims in respect of each the Parallel Debt and any security in connection with such claims shall not be held on trust and in trust. (c) shall have The Liens granted under the independent and separate right BV Security Agreement to demand the Administrative Agent to secure the Parallel Debt are granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (d) Every payment of each monies made by the Borrower to the Administrative Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Borrower contained in this Section 9.22, provided that, if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application, the Administrative Agent shall be entitled to receive a corresponding amount as Parallel Debt in its own name (includingunder this Section 9.22 from the Borrower, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The the Borrower shall remain liable to satisfy such Parallel Debt of a Subsidiary Guarantor shall be (a) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or dischargedDebt, and (b) increased to the extent to that its Corresponding Debt has increased, and its Corresponding such Parallel Debt shall be deemed not to have been discharged. (xe) decreased All monies received or recovered by the Administrative Agent pursuant to this Section 9.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any Lien granted to secure the Parallel Debt, shall be applied in accordance with Section 6.4 (Distribution of Proceeds after Default). (f) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 9.22 or under any other provision of the Loan Documents), the Borrower acknowledges that: (A) nothing in this Section 9.22 shall impose any obligation on the Administrative Agent to advance any sum to the extent that Borrower or otherwise under any Loan Document, except in its Parallel Debt capacity as Bank; and (B) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has been irrevocably and unconditionally paid or discharged, and in its capacity as a Bank. (yg) increased to For the extent that its Parallel Debt has increased, in each case provided that avoidance of doubt: (A) the Parallel Debt will become due and payable (opeisbaar) at the same time the Corresponding Debt becomes due and payable; (B) the Borrower may not repay or prepay the Parallel Debt unless directed to do so when the Corresponding Debt is accelerated by the Administrative Agent or otherwise becomes due or the Lien pursuant to a Security Agreement is enforced by the Administrative Agent; and (C) in the event that the Borrower is in default in respect of a Subsidiary Guarantor shall never exceed its obligations under the Corresponding Debt as set forth in this Agreement, the Borrower shall, at the same time, be deemed in default in respect of its obligations under the Parallel Debt.

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 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 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 (a) Subject to the Administrative Agent under this limitations set forth in Section 27. Each Subsidiary 2.07, each Guarantor hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent amounts equal toto any amounts owing from time to time by that Guarantor hereunder or under any other Loan Document (whether as Borrower or Guarantor) as and when those amounts are due. (b) Each Guarantor and the Administrative Agent acknowledge that the obligations of each Guarantor 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 Guarantor hereunder or currencies ofunder any other Loan Document, (its “Corresponding Debt”) nor shall the amounts for which each Guarantor is liable under paragraph (a) above (its “Parallel Debt”) be limited or 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 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 ; and (bii) increased to the extent to that its Corresponding Debt has increased, and its Corresponding Debt of each Guarantor 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 shall never exceed at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this Section 4.15, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Lien granted under the Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All moneys received or recovered by the Administrative Agent pursuant to this Section 4.15 and all amounts received or recovered by the Administrative Agent from or by the enforcement of any Lien granted to secure the Parallel Debt, shall be applied in accordance with Section 8.11 of the Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the Guarantors (whether under this Section 4.15 or under any other provision of the Loan Documents), each Guarantor acknowledges that: (i) nothing in this Section 4.15 shall impose any obligation on the Administrative Agent to advance any sum to any Guarantor or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

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.