Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to In respect of ensuring the provisions validity and enforceability of this Agreement and the any Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted Document governed by the Loan Parties law of The Netherlands, each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and the amounts payable by it in the same currency respect of its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan a Credit Party to the Collateral Agent (or any sub-agent thereofunder this Section 12.21(a) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the is hereinafter to be referred to as a “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the each Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each Loan the applicable Credit Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents Corresponding Obligation to which such Loan Party has to the Secured Parties it corresponds; and (ii) that the each Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that the total amount which may become due under the such Parallel Debt shall never exceed from the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentapplicable Credit Party. (c) Every payment of monies made by a Loan Party to To the extent the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise irrevocably receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to Parallel Debt of a Credit Party, the Collateral Agent (or any sub-agent thereof) under shall distribute such amount among the Parallel Debt owed to it or Lenders and the Agents who are creditors of the Corresponding Obligations of that Credit Party in accordance with the terms of this Agreement, as if such amount were received by the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed Corresponding Obligation to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationswhich it corresponds. (ed) In the event Upon irrevocable receipt by a Lender of any amount on a resignation of distribution by the Collateral Agent or any of its sub-agents or the appointment under Section 12.21(c) in respect of a new Collateral Agent or sub-agent pursuant to this Agreementpayment on a Parallel Debt, the retiring or replaced Collateral Agent or sub-agent shall (i) assign Corresponding Obligation to which the Parallel Debt owed to it (but not corresponds shall be reduced by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablesame amount.

Parallel Debt. (a) Without prejudice Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in the Collateral granted and to be granted Secured Parties (by the Loan Parties to the Collateral Agent way of an abstract acknowledgment of debt (or any sub-agent thereofabstraktes Schuldanerkenntnis, where applicable)) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Specified Foreign Loan Party in accordance with to each of the terms and conditions Secured Parties under each of the Loan Documents, including Documents as and when those amounts are due for payment under the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such relevant Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Document. (b) Each Specified Foreign Loan Party and the Collateral Administrative Agent acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any sub-agent thereofway limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) acknowledge that nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each of the Specified Foreign Loan Party Parties will be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the Collateral extent one or more of its Corresponding Debt become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Debt of the relevant Specified Foreign Loan Documents which such Loan Party has to the Secured Parties and Party; (iiiii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall never exceed not demand payment with regard to the total amount which may become due Corresponding Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (vi) with respect to any Specified Foreign Loan Party organized under the Loan Documents; providedLaws of Netherlands, further, that an Event of Default in respect of the Collateral Agent or any sub-agent thereof Corresponding Debt shall exercise its rights constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt solely in accordance with this Agreement and without any other Loan Documentnotice being required. (c) Every payment The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of monies made by a Loan Party the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents to the Collateral Administrative Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be secure the Parallel Debt is granted to the Administrative Agent in satisfaction pro tanto its capacity as creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Debt. (d) Subject All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; provided that upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the provision Received Amount in paragraph the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Debt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received Amount. (ce) of Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 12.11, but notwithstanding 10.23 or under any other provision of the other provisions of this Section 12.11Loan Documents), each Foreign Loan Party acknowledges that: (i) the total amount due and payable as Parallel Debt under nothing in this Section 12.11 10.23 shall be decreased impose any obligation on the Administrative Agent to the extent that a advance any sum to any Loan Party shall have paid or otherwise under any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount Loan Document, except in payment of such Obligationsits capacity as a Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity Each of the security interests in the Collateral granted parties hereto agree, and to be granted by the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent (or any sub-agent thereof) for and that, accordingly, the benefit of any Secured Parties, an amount equal Collateral Agent will have its own independent right to and in the same currency as the Obligations from time to time due demand performance by such Loan Party of those obligations (the “Acknowledgement”), provided that in accordance no event shall the European Borrower or any Foreign Guarantor be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term A-1 Facility, the Term B Facility, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the terms relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and conditions of (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, including for the avoidance Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of doubt, any limitations set forth therein, the Acknowledgment shall not be owing as separate and independent obligations of such Loan Party held on trust. The Security granted under the Collateral Documents to the Collateral Agent (or any sub-agent thereof) for to secure the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party Acknowledgment is granted to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment in its capacity as creditor of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt Acknowledgment and shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Documentnot be held on trust. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. Each Belgian Loan Party hereby irrevocably and unconditionally undertakes (a) Without prejudice and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Belgian Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party under this Agreement, any other Loan Document or other relevant document pursuant to any Corresponding Obligations as and when those amounts are due under any Loan Document or other relevant document (such payment undertaking undertakings under this Section 8.02 and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”). (ba) The Administrative Agent shall have its own independent right to demand and receive payment of the Parallel Debt by the Belgian Loan Parties. Each Belgian Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Belgian Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which this Section 8.02 are several, separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Corresponding Obligations under nor shall the Loan Documents amount for which such each Belgian Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including is liable under Section 8.02 be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its Corresponding Obligations provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party the Corresponding Obligations have been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Obligations shall have paid any amounts be decreased to the Collateral Agent extent that the Parallel Debt has been irrevocably paid or discharged; (or any sub-agent thereofiii) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Parallel Debt shall at all times be equal to the amount of the Corresponding Obligations; (iv) the Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations; and (v) for the avoidance of doubt the Parallel Debt will become due and payable at the same time when the Corresponding Obligations become due and payable. (b) The security granted under any Belgian Collateral Document with respect to Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (c) Without limiting or affecting the Collateral Agent Administrative Agent’s rights against any Belgian Loan Party (whether under this Agreement or any sub-agent thereofother Loan Document), each Belgian Loan Party acknowledges that: (i) nothing in this Agreement shall impose any obligation on behalf of the applicable Secured Parties Administrative Agent to advance any sum to any Belgian Loan Party or otherwise receives under any amount in payment of such ObligationsLoan Document; 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 that those which it has in its capacity as a Lender. (d) The parties to this Agreement acknowledge and confirm that the extent that a Loan Parties parallel debt provisions contained herein shall have paid any amounts not be interpreted so as to increase the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment maximum total amount of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event The Parallel Debt shall remain effective in case a third Person should assume or be entitled, partially or in whole, to any rights of a resignation any of the Collateral Agent or Secured Parties under any of its sub-agents the other Loan Documents, be it by virtue of assignment, assumption or otherwise. (f) All monies received or recovered by the appointment of a new Collateral Administrative Agent or sub-agent pursuant to this Agreement, Agreement and all amounts received or recovered by the retiring Administrative Agent from or replaced Collateral Agent or sub-agent shall (i) assign by the enforcement of any security granted to secure the Parallel Debt owed to it shall be applied in accordance with this Agreement. (but g) For the purpose of this Section 8.02, the Administrative Agent acts in its own name and on behalf of itself and not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-as agent, as applicabletrustee or representative of any other Secured Party.

Parallel Debt. (a) Without prejudice Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and Administrative Agent (for the purpose of preserving the initial and continuing validity of the security interests this §6.22 in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereofits capacity as “collateral agent”) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such that European Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Party under any Loan Document as and the obligations and liabilities which when those amounts are the result thereof the “Parallel Debt”)due. (b) Each European Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each European Loan Party to the Collateral Agent under this paragraph (b) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) obligations of that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the Collateral Agent or any sub-agent thereof shall amounts for which each European Loan Party is liable under paragraph (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 applicationa) (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall have paid any amounts be decreased to the Collateral Agent extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or any sub-agent thereof(in the case of guarantee obligations) on behalf of discharged; and (iii) the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, 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. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the applicable Secured Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise receives under any amount Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due Administrative Agent shall not be regarded as having any participation or Commitment other than those which it has in its capacity as a Lender. (f) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and payable separate obligation from any other debt of each European Loan Party under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable ObligationsDocuments. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such that Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Bank Creditor under any Loan Document, whether for principal, interest, fees, expenses or otherwise, and any Secured Cash Management Agreement, any Secured Hedge Agreement and any Secured Bilateral Letter of Credit (such payment undertaking including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the obligations and liabilities which are Secured Bank Creditors in connection with the result thereof collection or enforcement thereof), (collectively the “Parallel DebtDebt Documents”)) as and when those amounts are due. (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent under clause (a) above are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) obligations of that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to any Secured Bank Creditor under any Debt Document (its “Corresponding Debt”) nor shall the Collateral Agent or any sub-agent thereof shall amounts for which each Loan Party is liable under paragraph (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 applicationa) above (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Loan Party shall be decreased to the extent that a Loan Party shall have its Corresponding Debt has been irrevocably paid any amounts to or (in the Collateral Agent (or any sub-agent thereofcase of guarantee obligations) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and (ii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a Loan Parties Party shall have paid at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this Section 11.08, the Collateral Agent acts in its own name. The Security granted under any amounts German Security Agreement to the Collateral Agent (or any sub-agent thereof) under to secure the Parallel Debt owed is granted to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment its capacity as creditor of the Parallel Debt owed Debt. (d) All moneys received or recovered by the Collateral Agent pursuant to itthis Section 11.08, and all amounts received or recovered by the total amount due and payable under Collateral Agent from or by the Loan Documents enforcement of any German Security Agreement granted to secure the Parallel Debt, shall be decreased as if said amounts were received directly applied in payment of accordance with Section 8.03 and the applicable ObligationsIntercreditor Agreement. (e) In Without limiting or affecting the event Collateral Agent’s rights against the Loan Parties (whether under this Section 11.08 or under any other provision of a resignation of the Loan Documents), each Loan Party acknowledges that: (i) nothing in this Section 11.08 shall impose any obligation on the Collateral Agent to advance any sum to any Loan Party or otherwise under any of Debt Document, except in its sub-agents or the appointment of capacity as a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and Lender; and (ii) transfer for the purpose of any Collateral granted to it securing such Parallel Debtvote taken under any Debt Document, in each case to the successor Collateral Agent shall not be regarded as having any participation or sub-agent, commitment other than those which it has in its capacity as applicablea Lender.

Parallel Debt. (a) Without prejudice Each International Loan Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) without duplication to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such International Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of Lender Party under this Agreement and any Secured Parties other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document (such payment undertaking undertakings under this Section 10.18 and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”). (b) The Collateral Agent shall have its own independent right without duplication to demand payment of the Parallel Debt by each International Loan Party when due. Each International Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each International Loan Party under this Section 10.18 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each International Loan Party to the Collateral Agent (and any sub-agent thereof) Lender Party under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and or any other Loan Document. Document (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy“Corresponding Debt”), insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (iv) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; and (v) the International Loan Party Parties shall have paid all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (c) The security granted under any amounts German Security Agreement with respect to the Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of the Parallel Debt. (d) Without limiting or affecting the Collateral Agent’s rights against any International Loan Party (whether under this Agreement or any sub-agent thereof) on behalf other Loan Document), each of the applicable Secured International Loan Parties or acknowledges that: (i) nothing in this Agreement shall impose any of them to reduce the outstanding principal amount of the applicable Obligations or obligation on the Collateral Agent (to advance any sum to any International Loan Party or otherwise under any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such ObligationsLoan Document; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to Document, the Collateral Agent (shall not be regarded as having any participation or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligationscommitment. (e) In The parties to this Agreement acknowledge and confirm that the event provisions contained in this Section 10.18 shall not be interpreted so as to increase the maximum total amount of the Obligations. (f) The Parallel Debt shall remain effective in case a resignation third person should assume or be entitled, partially or in whole, to any rights of any of the Lender Parties under any of the other Loan Documents, be it by virtue of assignment, novation or otherwise, provided that the Collateral Agent may not assign or transfer any of its sub-agents claim arising from the Parallel Debt other than to any successor Collateral Agent. (g) All monies received or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, Agreement and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent shall (i) assign by the enforcement of any security granted to secure the Parallel Debt owed to it (but not by way shall be applied in accordance with the terms of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablethis Agreement.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by German law each Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Loan Party in accordance with the terms and conditions of to any Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Loan Party to for such interest in the Collateral Agent related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel Corresponding Debt”), and each Secured Party consents to each Loan Party’s undertaking pursuant to this paragraph (a). (b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.15, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.15, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.15 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing). (f) Without limiting or affecting the Collateral Agent’s rights against a Loan Party (whether under this Section 9.15 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.15 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or will become due and payable at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereof) shall Treasury Transaction, and that accordingly the Collateral Agent will have otherwise received monies in payment of the Parallel Debt owed its own and independent right to it, the total amount due and payable under demand performance by the Loan Documents shall be decreased as if said amounts were received directly Parties of those obligations (Gesamtgläubigerschaft) in payment of the applicable Obligationsfull. (ei) In Notwithstanding anything to the event contrary herein, nothing in this Section 9.15 shall impose any obligation on any Foreign Loan Party to make any payment, or provide any security for, any Obligation of a resignation U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of the Collateral Agent or any of its sub-agents or the appointment Obligation of a new Collateral Agent U.S. Loan Party. (j) For the avoidance of doubt, the provisions under this Section 9.15 shall not limit any defense that a German Guarantor would otherwise have under this Agreement or sub-agent pursuant to a corresponding guarantee agreement and shall not be used for a simplified enforcement of rights under this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice To ensure the validity and enforceability of any International Security Documents governed by the laws of the Netherlands, each International Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the International Collateral granted and to be granted by the Loan Parties Agent amounts equal to the Collateral Agent (or any sub-agent thereof) for the benefit amounts payable by it in respect of any Secured Parties, an amount equal to and in the same currency its Corresponding Obligations as the Obligations they may exist from time to time due by such Loan Party in accordance with time, which undertaking the terms and conditions International Collateral Agent hereby accepts. Each payment undertaking of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such an International Loan Party to the International Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the under this Section 10.12 is hereinafter to be referred to as a “Parallel Debt”). The Parallel Debt will become due and payable immediately as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch Civil Code with respect to the Parallel Debt without any notice being required The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligation and will become due and payable as and when the Corresponding Obligation to which it corresponds becomes due and payable. (b) Each Loan Party and of the Collateral Agent (and any sub-agent thereof) acknowledge that parties to this Agreement hereby acknowledges that: (i) for this purpose the Parallel Debt constitutes undertakingsan undertaking, obligations obligation and liabilities liability of each the applicable International Loan Party to the International Collateral Agent (and any sub-agent thereof) under the Loan Documents which are that is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Obligation to which it corresponds; (ii) the Loan Documents which such Loan Party has to International Collateral Agent acts in its own name and not as agent, representative or trustee of the International Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iiiii) that the Parallel Debt represents the International Collateral Agent’s (including any sub-agent thereof) own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the applicable International Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan DocumentParty. (c) Every payment of monies made by a Loan Party to To the extent the International Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of a Parallel Debt of an International Loan Party, the International Collateral Agent shall distribute such Obligations; andamount among the International Secured Parties who are creditors of the Corresponding Obligations of that International Loan Party in accordance with the terms of this Agreement, as if such amount were received by the International Collateral Agent in payment of the Corresponding Obligation to which it corresponds.. (iid) The Parallel Debt of an International Loan Party shall be (i) decreased to the extent that a Loan Parties shall have its Corresponding Debt has been irrevocably and unconditionally paid any amounts or discharged, and (ii) increased to the Collateral Agent extent to that its Corresponding Obligations has increased, and the Corresponding Obligations of an International Loan Party shall be (A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or any sub-agent thereofdischarged, and (B) under increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) of an International Loan Party shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable never exceed its Corresponding Obligations. (e) In All amounts received or recovered by the event of a resignation of the International Collateral Agent or in connection with this Section 10.12 shall be applied in accordance with Section 2.12. (f) The parties hereto acknowledge and agree that any of its sub-agents or resignation by the appointment of a new International Collateral Agent or sub-agent pursuant is not effective with respect to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign its rights and obligations under the Parallel Debt owed to it (but not until such rights and obligations have been assumed by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor International Collateral Agent or sub-agent, as applicableAgent.

Parallel Debt. (a) Without prejudice Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and Administrative Agent (for the purpose of preserving the initial and continuing validity of the security interests this §6.22 in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereofits capacity as “collateral agent”) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such that European Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking Party under any Loan Document as and the obligations and liabilities which when those amounts are the result thereof the “Parallel Debt”)due. (b) Each European Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each European Loan Party to the Collateral Agent under this paragraph (b) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) obligations of that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the Collateral Agent or any sub-agent thereof shall amounts for which each European Loan Party is liable under paragraph (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 applicationa) (its “Parallel Debt”) be limited or affected in satisfaction pro tanto of the covenant any way by such Grantor contained in Section 12.11(a); its Corresponding Debt provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall have paid any amounts be decreased to the Collateral Agent extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or any sub-agent thereof(in the case of guarantee obligations) on behalf of discharged; and (iii) the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, 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. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the applicable Secured Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise receives under any amount Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or Commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each of the Borrower and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents or, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or other similar services provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of the Loan Documents, including for the avoidance such Principal Obligations. The Parallel Debt of doubt, any limitations set forth therein, Principal Party shall be owing become due and payable as separate and independent obligations when any Principal Obligation of such Loan Principal Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable. (b) Each Loan The Administrative Agent and each Principal Party agree and the Collateral Agent (and any sub-agent thereof) acknowledge that that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Collateral Administrative Agent (in its personal capacity and any sub-agent thereofnot in its capacity as agent) under the Loan Documents which are that is separate and independent from, and without prejudice to, any Principal Obligation and represents the corresponding Obligations Administrative Agent’s own claim to receive payment of such Parallel Debt from such Principal Party; and (ii) the security interest created under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that secure the Parallel Debt represents is granted to the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment Administrative Agent in its capacity as sole creditor of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral The Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan each Principal Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11agree that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Principal Party shall be decreased if and to the extent that a Loan the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall have paid any amounts be decreased if and to the Collateral Agent (or any sub-agent thereof) on behalf of extent that the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment Parallel Debt of such ObligationsPrincipal Party has been paid or, in the case of guarantee obligations, discharged; and (iiiii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) amount payable under the Parallel Debt owed to it or of each Principal Party shall at no time exceed the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment Principal Obligations of the applicable Obligationssuch Principal Party. (ed) In Any amount received or recovered by the event Administrative Agent in respect of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way including as a result of novationany enforcement proceedings) shall be applied in accordance with the terms of this Agreement and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicableother Security Documents.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the provisions Administrative Agent amounts equal to any amounts owing by such Credit Party to any Lender with respect to the Credit Party Obligations as and when those amounts become due for payment so that the Administrative Agent shall be the obligee of this Agreement such covenant to pay and the Security Documents shall be entitled to claim performance thereof in its own name and for the purpose on behalf of preserving the initial itself and continuing validity not only as trustee, agent or representative acting on behalf of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Lenders. (b) Each Loan Credit Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, monetary obligations and liabilities of each Loan Credit Party to the Collateral Administrative Agent (under Section 2.21(a) are and/or shall be several and any sub-agent thereof) under the Loan Documents which are and/or shall be separate and independent from, and without prejudice todo and/or shall not in any way affect, the corresponding Obligations under the Loan Documents which monetary obligations of such Loan Credit Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights Lender with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. Credit Party Obligations (csuch Credit Party’s “Corresponding Debt”) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as amounts for which such Credit Party is liable under Section 2.21(a) (such Credit Party’s “Parallel Debt under this Section 12.11 Debt”) shall be decreased to the extent that a Loan such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of any guaranty obligations) discharged; (ii) the Corresponding Debt of such Credit Party shall be decreased to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; (iii) the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (iv) each Credit Party shall have paid any amounts to the Collateral same defenses against the Parallel Debt which it has against the Corresponding Debt. (c) For purposes of this Section 2.21, the Administrative Agent (or any sub-agent thereof) acts in its own name and on behalf of itself and not as a trustee, agent or representative of any party hereto, and any claim made by the applicable Secured Parties or any of them to reduce the outstanding principal amount Administrative Agent in respect of the applicable Obligations or Parallel Debt shall not be held in trust. The security interests granted under the Collateral Security Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor in respect of the applicable Secured Parallel Debt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 2.21, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with Section 2.10. (e) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties (whether under this Section 2.21 or under any other provision of the Credit Documents), each Credit Party acknowledges that: (i) nothing in this Section 2.21 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise receives under any amount Credit Document in payment of such Obligationsits capacity as Administrative Agent; and (ii) to for the extent that a Loan Parties shall have paid purpose of any amounts to the Collateral Agent (or vote taken under any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itCredit Document, the total amount due and payable under the Loan Documents Administrative Agent shall be decreased not have any participation or commitment in its capacity as if said amounts were received directly in payment of the applicable ObligationsAdministrative Agent. (ef) In Each Credit Party and the Administrative Agent acknowledge and agree, for the avoidance of doubt, that the rules under Netherlands law that apply in the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreementcommon property (gemeenschap) are not applicable, the retiring or replaced Collateral Agent or sub-agent and shall (i) assign the Parallel Debt owed to it (but not apply by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debtanalogy, in each case to the successor Collateral relationship between the Administrative Agent or sub-agent, as applicableand the other Secured Parties and the relationship among the Credit Parties.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the provisions Administrative Agent amounts equal to any amounts owing by such Credit Party to any Lender with respect to the Credit Party Obligations as and when those amounts become due for payment so that the Administrative Agent shall be the obligee of this Agreement such covenant to pay and the Security Documents shall be entitled to claim performance thereof in its own name and for the purpose on behalf of preserving the initial itself and continuing validity not only as trustee, agent or representative acting on behalf of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Lenders. (b) Each Loan Credit Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, monetary obligations and liabilities of each Loan Credit Party to the Collateral Administrative Agent (under Section 2.22(a) are and/or shall be several and any sub-agent thereof) under the Loan Documents which are and/or shall be separate and independent from, and without prejudice todo and/or shall not in any way affect, the corresponding Obligations under the Loan Documents which monetary obligations of such Loan Credit Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights Lender with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. Credit Party Obligations (csuch Credit Party’s “Corresponding Debt”) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as amounts for which such Credit Party is liable under Section 2.22(a) (such Credit Party’s “Parallel Debt under this Section 12.11 Debt”) shall be decreased to the extent that a Loan such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of any guaranty obligations) discharged; (ii) the Corresponding Debt of such Credit Party shall be decreased to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; (iii) the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (iv) each Credit Party shall have paid any amounts to the Collateral same defenses against the Parallel Debt which it has against the Corresponding Debt. (c) For purposes of this Section 2.22, the Administrative Agent (or any sub-agent thereof) acts in its own name and on behalf of itself and not as a trustee, agent or representative of any party hereto, and any claim made by the applicable Secured Parties or any of them to reduce the outstanding principal amount Administrative Agent in respect of the applicable Obligations or Parallel Debt shall not be held in trust. The security interests granted under the Collateral Security Documents to the Administrative Agent (or any sub-agent thereof) on behalf to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor in respect of the applicable Secured Parallel Debt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 2.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with Section 2.12. (e) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties (whether under this Section 2.22 or under any other provision of the Credit Documents), each Credit Party acknowledges that: (i) nothing in this Section 2.22 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise receives under any amount Credit Document in payment of such Obligationsits capacity as Administrative Agent; and (ii) to for the extent that a Loan Parties shall have paid purpose of any amounts to the Collateral Agent (or vote taken under any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itCredit Document, the total amount due and payable under the Loan Documents Administrative Agent shall be decreased not have any participation or commitment in its capacity as if said amounts were received directly in payment of the applicable ObligationsAdministrative Agent. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (ai) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms to any Lender Party under this Agreement and conditions of the any other Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party Document pursuant to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Obligations as and when those amounts are due under any Loan Document (such payment undertaking undertakings under this Section 8.10(b) and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”).; (bii) the Administrative Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under Section 5.06 are several, separate and independent (iselbständiges Schuldanerkenntnis) for this purpose from, and shall not in any way limit or affect, the Parallel Debt constitutes undertakings, corresponding obligations and liabilities of each Loan Party to any Lender Party under this Agreement or any other Loan Document (the Collateral Agent (and any sub-agent thereof“Corresponding Debt”) under nor shall the Loan Documents amounts for which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such each Loan Party has to the Secured Parties and are liable under this Section 8.10(b) be limited or affected in any way by its Corresponding Debt provided that: (iiA) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (B) the Corresponding Debt shall have paid any amounts be decreased to the Collateral Agent extent that the Parallel Debt has been irrevocably paid or discharged; (or any sub-agent thereofC) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (D) the Parallel Debt will be payable in the currency or currencies of the Collateral Corresponding Debt; and (E) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; (iii) the security granted under any German Security Agreement and any Dutch Security Agreement with respect to the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt; (iv) without limiting or affecting the Administrative Agent’s rights against any Loan Party (whether under this Agreement or any sub-agent thereofother Loan Document), each Loan Party acknowledges that: (A) in this Agreement shall impose any obligation on behalf the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document; 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 that those which it has in its capacity as a Lender; (v) the Parties to this Agreement acknowledge and confirm that the provisions contained in this Agreement shall not be interpreted so as to increase the maximum total amount of the applicable Secured Obligations; (vi) the Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Lender Parties otherwise receives under any amount in payment Loan Documents, be it by virtue of such Obligationsassignment, assumption or otherwise; and (iivii) all monies received or recovered by the Administrative Agent pursuant to this Agreement and all amounts received or recovered by the extent that a Loan Parties shall have paid Administrative Agent from or by the enforcement of any amounts security granted to the Collateral Agent (or any sub-agent thereof) under secure the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly applied in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to accordance with this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "Foreign Corresponding Debt"), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "U.S. Corresponding Debt"), and each Secured Parties Party (such payment other than any Foreign Obligations Secured Party) consents to the undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii). (b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing). (f) Without limiting or affecting the Collateral Agent's rights against a Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.14 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount will become due and payable under (opeisbaar) at the Loan Documents shall be decreased as if said amounts were received directly in payment of same time the applicable Obligationsrelevant Corresponding Debt becomes due and payable. (eh) In For the event purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a resignation claim of the Collateral Agent or any of its sub-agents or the appointment against a Loan Party in respect of a new Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant does constitute such common property and such provisions do apply, the parties to this Agreement, Agreement agree that this Agreement shall constitute the retiring or replaced Collateral Agent or sub-agent shall administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) assign For the Parallel Debt owed purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to it demand performance by the Loan Parties of those obligations (but not by way of novationGesamtgläubigerschaft) and in full. (iij) transfer any Collateral granted to it securing such Parallel Debt, in each case Notwithstanding anything to the successor Collateral Agent contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or sub-agentprovide any security for, any Obligation of a U.S. Loan Party, or be construed as applicablea guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as and to the terms and conditions extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of the another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan DocumentsParty, including for the avoidance to preserve its entitlement to be paid that amount. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.23(a) is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the be referred to as its “Parallel Debt.”) (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (bc) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under paragraph (ia) are several and are separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amounts for this purpose which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) the Administrative Agent shall not demand payment with regard to the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) the Administrative Agent shall not demand payment with regard to the Corresponding Obligations of each Loan Party to the extent that such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. The amount which may become payable by the Loan Parties as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (d) The Administrative Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment under this Section 10.23. (g) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 or under any other provision of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided), further, that each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. , except in its capacity as lender thereunder and (cy) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue purpose of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if vote taken under any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. Each Foreign Loan Party organized under the Laws of Belgium, Germany or the(a) Netherlands, or any other applicable jurisdiction (aeach, a “Specified Foreign Loan Party”) Without prejudice hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in the Collateral granted and to be granted Secured Parties (by the Loan Parties to the Collateral Agent way of an abstract acknowledgment of debt (or any sub-agent thereofabstraktes Schuldanerkenntnis, where applicable)) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Specified Foreign Loan Party in accordance with to each of the terms and conditions Secured Parties under each of the Loan Documents, including Documents as and when those amounts are due for payment under the avoidance relevant Loan Document. -181- Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the(b) obligations of doubt, any limitations set forth therein, shall be owing as each Specified Foreign Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such that Specified Foreign Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party under any Loan Document (such payment undertaking and its “Corresponding Debt”) nor shall the obligations and liabilities amounts for which are the result thereof the each Specified Foreign Loan Party is liable under paragraph (a) above (its “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge that (i) for this purpose way by its Corresponding Debt; provided that: the Parallel Debt constitutes undertakings, obligations and liabilities of each of the Specified Foreign Loan Party Parties will be payable in(i) the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the Collateral extent one or more of its Corresponding Debt become due and payable; each Parallel Debt constitutes an undertaking, obligation and liability to the(ii) Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Debt of the relevant Specified Foreign Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Party; each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereofown separate and(iii) own claims independent claim to receive payment of the Parallel DebtDebt from the relevant Specified Foreign Loan Party; provided the Administrative Agent shall not demand payment with regard to the Parallel(iv) Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the total amount which may become due case of guarantee obligations) discharged; a Secured Party shall not demand payment with regard to the Corresponding(v) Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and with respect to any Specified Foreign Loan Party organized under the Parallel Laws of(vi) Netherlands, an Event of Default in respect of the Corresponding Debt shall never exceed constitute a default (verzuim) within the total amount which may become due under meaning of section 3:248 of the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights Dutch Civil Code with respect to the Parallel Debt solely without any notice being required. The Administrative Agent acts in its own name and not as a trustee, and its claims in(c) respect of the Parallel Debt shall not be held on trust. The security 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. All monies received or recovered by the Administrative Agent pursuant to this Section (d) 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a)Agreement; provided that if any such payment as is mentioned above is subsequently avoided or reduced upon irrevocable receipt by virtue the Administrative Agent of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and a Parallel Debt (iia “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the extent that Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Corresponding Debt owed to it, by the total amount due and payable under relevant Specified Foreign Loan Party on the Loan Documents shall be decreased as if said amounts were received directly in payment date of receipt by the Administrative Agent of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.Received Amount. -182-

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "Foreign Corresponding Debt"), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its "U.S. Corresponding Debt"), and each Secured Parties Party (such payment other than any Foreign Obligations Secured Party) consents to the undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii). (b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) a Corresponding Debt of a Loan Party shall have paid any amounts be decreased to the Collateral Agent extent its relevant Parallel Debt has been irrevocably paid or (or any sub-agent thereofin the case of guarantee obligations) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and (iiiii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel relevant Corresponding Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each German Loan Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the Collateral European Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time aggregate amount due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such German Loan Party to the Collateral Agent (any Agent, any Issuing Bank, or any sub-agent thereof) for the benefit of Lender under this Agreement and any Secured Parties other Loan Document to which it is a party (such each payment undertaking under this Section 9.22 and the obligations and liabilities which are the result thereof the resulting therefrom being a “Parallel Debt”). (b) Each German Loan Party and the Collateral European Administrative Agent (agree and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each German Loan Party under this Section 9.22 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each German Loan Party to the Collateral Agent (and any sub-agent thereof) Agent, Issuing Bank, or Lender under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and or any other Loan Document. Document to which it is a party (cthe “Corresponding Debt”) Every payment of monies made by a nor shall the amounts for which each German Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of under this Section 12.11, but notwithstanding 9.22 be limited or affected in any of the other provisions of this Section 12.11way by its Corresponding Debt provided that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Debt shall have paid any amounts be decreased to the Collateral Agent extent that the Parallel Debt has been irrevocably paid or discharged; (or any sub-agent thereofiii) on behalf the amount of each Parallel Debt shall at all times be equal to the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations relevant Corresponding Debt; and (iv) for the avoidance of doubt, each Parallel Debt will become due and payable at the same time when the relevant Corresponding Debt becomes due and payable. (c) Each Parallel Debt represents the own debt of each German Loan Party, and no Parallel Debt constitutes any several and joint liability (gesamtschuldnerische Haftung) of any German Loan Party, nor is any Parallel Debt subject to any debt owed by a collective ownership (Gesamthand) of any German Loan Party. (d) The security granted, in each case, under the German Security Agreement with respect to the relevant Parallel Debt is granted to the European Administrative Agent in its capacity as sole creditor of each Parallel Debt. (e) Without limiting or affecting the Collateral Agent European Administrative Agent’s rights against any German Loan Party (whether under this Agreement or any sub-agent thereofother Loan Document), each German Loan Party acknowledges that: (i) nothing in this Agreement or any Loan Document shall impose any obligation on behalf of the applicable Secured Parties otherwise receives European Administrative Agent to advance any amount in payment of such Obligationssum to any German Loan Party; and (ii) for the purpose of any vote taken under any Loan Document, the European Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (f) The parties hereto acknowledge and confirm that the provisions contained in this Section 9.22 shall not be interpreted so as to increase the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment maximum total amount of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (eg) In Without limiting the event generality of a resignation any provision of this Agreement, this Section 9.22 shall be binding on the Collateral successors and assigns of each German Loan Party. (h) All monies received or recovered by the European Administrative Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, Agreement and all amounts received or recovered by the retiring European Administrative Agent from or replaced Collateral Agent or sub-agent shall (i) assign by the enforcement of any security granted to secure any Parallel Debt owed to it (but not by way shall be applied in accordance with the terms of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicablethis Agreement.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Secured Parties Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii). (b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:that: 195 (i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing). (f) Without limiting or affecting the Collateral Agent’s rights against a Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.14 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount will become due and payable under (opeisbaar) at the Loan Documents shall be decreased as if said amounts were received directly in payment of same time the applicable Obligationsrelevant Corresponding Debt becomes due and payable. (eh) In For the event purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a resignation claim of the Collateral Agent or any of its sub-agents or the appointment against a Loan Party in respect of a new Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant does constitute such common property and such provisions do apply, the parties to this Agreement, Agreement agree that this Agreement shall constitute the retiring or replaced Collateral Agent or sub-agent shall administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) assign For the Parallel Debt owed to it (but not purpose of any Security Document governed by way German law, the Collateral Agent, the Loan Parties and each of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or sub-agentany Treasury Transaction, as applicableand that accordingly the Collateral Agent will have its own and independent right to demand performance by the Loan Parties of those obligations (Gesamtgläubigerschaft) in full.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement Each Loan Party irrevocably and the Security Documents and for the purpose of preserving the initial and continuing validity unconditionally covenants in favor of the security interests in the Collateral granted and Agent to be granted by the Loan Parties pay to the Collateral Agent amounts (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)) equal to any amounts owing from time to time by that Loan Party to any Secured Party under any Loan Document (the “Original Debt”) as and when the Original Debt falls due for payment. (ba) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of the Loan Parties shall be decreased to the extent that a the Original Debt of the Loan Parties has been irrevocably paid or discharged; (ii) the Original Debt of the Loan Parties shall be decreased to the extent that the Parallel Debt of the Loan Parties has been irrevocably paid or discharged; and (iii) the amount of the Parallel Debt of each Loan Party shall have paid at all times be equal to the amount of its Original Debt. (b) The obligations of each Loan Party under paragraph (a) above are several, separate and independent from, and shall not in any way affect, its Original Debt, nor shall the amounts for which each relevant Loan Party is liable under its Parallel Debt be limited or affected by its Original Debt, and the Collateral Agent may enforce any payment obligation under the Parallel Debt in its own name as an independent and separate right (and its claims in respect of the Parallel Debt shall not be held on trust). (c) No (contractual or legal) set-off shall be permitted between any liabilities owed by the Collateral Agent to the Loan Parties and the Parallel Debt owed by the relevant Loan Parties to the Collateral Agent Agent. (d) Without limiting or affecting the Collateral Agent’s rights against the Loan Parties (whether under this Section 10.24 or under any sub-agent thereof) on behalf other provision of the applicable Secured Parties or Loan Documents), each Loan Party acknowledges that: (i) nothing in this Section 10.24 shall impose any of them to reduce the outstanding principal amount of the applicable Obligations or obligation on the Collateral Agent to advance any sum to the Loan Parties or otherwise under any Loan Document, except in its capacity as Lender (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsif applicable); and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender (or if applicable). (iii) Notwithstanding any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itforegoing, any and all payments made by the total amount due and payable Loan Parties under any of the Loan Documents shall be decreased as if said amounts were received directly in payment of deemed to be made for, and be accounted against, the applicable Obligations. (e) In Original Debt, unless otherwise notified by the event of a resignation of Administrative Agent, and the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant shall have no right to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign claim payments under the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to unless the successor Administrative Agent has instructed the Collateral Agent or sub-agent, as applicableto do so following an Event of Default.

Parallel Debt. (a) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the European Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Credit Party in accordance with to any Secured Party under this Agreement and any other Credit Document pursuant to any Obligations as and when those amounts are due under any Credit Document (such payment undertakings under this Section 11.11 and the terms obligations and conditions liabilities resulting therefrom being the Parallel Debt). (b) The European Collateral Agent shall have its own independent right to demand payment of the Loan DocumentsParallel Debt by the Credit Party. Each Credit Party and the European Collateral Agent acknowledge that the obligations of each Credit Party under clause (a) are several, including separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Credit Party to any Secured Party under this Agreement or any other Credit Document (the Corresponding Debt) nor shall the amounts for which each Credit Party are liable under this Section 11.11 be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt shall be automatically decreased and discharged to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Debt shall be automatically decreased and discharged to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (iv) the Parallel Debt will be payable in the currency or currencies of the Corresponding Debt; and (v) for the avoidance of doubt, any limitations set forth therein, shall be owing as separate the Parallel Debt will become due and independent obligations of such Loan Party payable at the same time when and to the Collateral Agent (or any sub-agent thereof) for extent that the benefit of any Secured Parties (such payment undertaking Corresponding Debt becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable. (bc) Each Loan Party and the Collateral Agent (and The security granted under any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights German Security Agreement with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party is granted to the European Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto its capacity as sole creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Debt. (d) Subject to Without limiting or affecting the provision in paragraph European Collateral Agent’s rights against any Credit Party (c) of whether under this Section 12.11Agreement or any other Credit Document), but notwithstanding any each of the other provisions of this Section 12.11Credit Party acknowledges that: (i) nothing in this Agreement shall impose any obligation on the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the European Collateral Agent (to advance any sum to any Credit Party or otherwise under any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such ObligationsCredit Document; and (ii) to for the extent that a Loan Parties shall have paid purpose of any amounts to vote taken under any Credit Document, the European Collateral Agent (shall not be regarded as having any credit exposure or any sub-agent thereof) under the Parallel Debt owed to commitment other that those which it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies has in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased its capacity as if said amounts were received directly in payment of the applicable Obligationsa Lender. (e) In The Parties to this Agreement acknowledge and confirm that the event of a resignation provisions contained in this Agreement shall not, and shall not be interpreted so as to, increase the total amount of the Obligations owing from time to time. (f) The Parallel Debt shall remain effective in case a third person should acquire, or otherwise become entitled to, all or any rights of any of the Secured Parties under any Credit Document, be it by virtue of assignment, assumption or otherwise. (g) All monies received or recovered by the European Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign Agreement in respect of the Parallel Debt owed shall be applied in accordance with this Agreement. All monies received or recovered by the European Collateral Agent by reason of the enforcement of any security granted under any European Security Agreement to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such secure the Parallel Debt, in each case Debt shall be applied pursuant to the successor Collateral Agent or sub-agent, as applicableprovisions of such European Security Agreement.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as and to the terms and conditions extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of the another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan DocumentsParty, including for the avoidance to preserve its entitlement to be paid that amount. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.23(a) is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “be referred to as its "Parallel Debt”). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under paragraph (ia) are several and are separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amounts for this purpose which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) the Administrative Agent shall not demand payment with regard to the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) the Administrative Agent shall not demand payment with regard to the Corresponding Obligations of each Loan Party to the extent that such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. The amount which may become payable by the Loan Parties as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (d) The Administrative Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment under this Section 10.23. (g) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 or under any other provision of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided), further, that each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. , except in its capacity as lender thereunder and (cy) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue purpose of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if vote taken under any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Secured Parties Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii). (b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) a Corresponding Debt of a Loan Party shall have be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any amounts other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any sub-agent thereofact reasonably incidental to the foregoing). (f) Without limiting or affecting the Collateral Agent’s rights against a Loan Party (whether under this Section 9.14 or under any other provision of this Agreement), each Loan Party acknowledges that: (i) nothing in this Section 9.14 shall impose any obligation on behalf of the applicable Secured Parties Collateral Agent to advance any sum to a Loan Party or otherwise receives any amount under a Loan Document, except in payment of such Obligationsits capacity as Lender; and (ii) to for the extent that purpose of any vote taken under a Loan Parties shall have paid any amounts to Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (or any sub-agent thereofg) under For the avoidance of doubt, a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount will become due and payable under (opeisbaar) at the Loan Documents shall be decreased as if said amounts were received directly in payment of same time the applicable Obligationsrelevant Corresponding Debt becomes due and payable. (eh) In For the event purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a resignation claim of the Collateral Agent or any of its sub-agents or the appointment against a Loan Party in respect of a new Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent or sub-agent pursuant does constitute such common property and such provisions do apply, the parties to this Agreement, Agreement agree that this Agreement shall constitute the retiring or replaced Collateral Agent or sub-agent shall administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) assign For the Parallel Debt owed purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to it demand performance by the Loan Parties of those obligations (but not by way of novationGesamtgläubigerschaft) and in full. (iij) transfer any Collateral granted to it securing such Parallel Debt, in each case Notwithstanding anything to the successor Collateral Agent contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or sub-agentprovide any security for, any Obligation of a U.S. Loan Party, or be construed as applicablea guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

Parallel Debt. (a) Without prejudice Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in the Collateral granted and to be granted Secured Parties (by the Loan Parties to the Collateral Agent way of an abstract acknowledgment of debt (or any sub-agent thereofabstraktes Schuldanerkenntnis, where applicable)) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Specified Foreign Loan Party in accordance with to each of the terms and conditions Secured Parties under each of the Loan Documents, including Documents as and when those amounts are due for payment under the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such relevant Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)Document. (b) Each Specified Foreign Loan Party and the Collateral Administrative Agent acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any sub-agent thereofway limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) acknowledge that nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each of the Specified Foreign Loan Party Parties will be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the Collateral extent one or more of its Corresponding Debt become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Debt of the relevant Specified Foreign Loan Documents which such Loan Party has to the Secured Parties and Party; BOI-39221v8 (iiiii) that the each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereof) 's own claims separate and independent claim to receive payment of the Parallel Debt; provided that Debt from the total amount which may become due under relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall never exceed not demand payment with regard to the total amount which may become due Corresponding Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vi) with respect to any Specified Foreign Loan Party organized under the Loan Documents; providedLaws of Netherlands, further, that an Event of Default in respect of the Collateral Agent or any sub-agent thereof Corresponding Debt shall exercise its rights constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt solely in accordance with this Agreement and without any other Loan Documentnotice being required. (c) Every payment The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of monies made by a Loan Party the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents to the Collateral Administrative Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be secure the Parallel Debt is granted to the Administrative Agent in satisfaction pro tanto its capacity as creditor of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been dischargedParallel Debt. (d) Subject All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; provided that upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the provision Received Amount in paragraph the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Debt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received Amount. (ce) of Without limiting or affecting the Administrative Agent's rights against the Specified Foreign Loan Parties (whether under this Section 12.11, but notwithstanding 10.23 or under any other provision of the other provisions of this Section 12.11Loan Documents), each Foreign Loan Party acknowledges that: (i) the total amount due and payable as Parallel Debt under nothing in this Section 12.11 10.23 shall be decreased impose any obligation on the Administrative Agent to the extent that a advance any sum to any Loan Party shall have paid or otherwise under any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount Loan Document, except in payment of such Obligationsits capacity as a Lender; andand BOI-39221v8 (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each of the Borrower and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents or, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or other similar services provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of the Loan Documents, including for the avoidance such Principal Obligations. The Parallel Debt of doubt, any limitations set forth therein, Principal Party shall be owing become due and payable as separate and independent obligations when any Principal Obligation of such Loan Principal Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking becomes due and the obligations and liabilities which are the result thereof the “Parallel Debt”)payable. (b) Each Loan The Administrative Agent and each Principal Party agree and the Collateral Agent (and any sub-agent thereof) acknowledge that that: (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Collateral Administrative Agent (in its personal capacity and any sub-agent thereofnot in its capacity as agent) under the Loan Documents which are that is separate and independent from, and without prejudice to, any Principal Obligation and represents the corresponding Obligations Administrative Agent’s own claim to receive payment of such Parallel Debt from such Principal Party; and (ii) the security interest created under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that secure the Parallel Debt represents is granted to the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment Administrative Agent in its capacity as sole creditor of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral The Administrative Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan each Principal Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11agree that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Principal Party shall be decreased if and to the extent that a Loan the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall have paid any amounts be decreased if and to the Collateral Agent (or any sub-agent thereof) on behalf of extent that the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment Parallel Debt of such ObligationsPrincipal Party has been paid or, in the case of guarantee obligations, discharged; and (iiiii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) amount payable under the Parallel Debt owed to it or of each Principal Party shall at no time exceed the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment Principal Obligations of the applicable Obligationssuch Principal Party. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties pay to the Collateral Agent (or any sub-agent thereof) for Agent, as creditor in its own right and not as representative of the benefit of any Secured PartiesLenders and the Issuing Bank, an amount sums equal to and in the same currency as the Obligations from time to time due of each amount payable by such Loan Party in accordance with to the terms Lenders and conditions the Issuing Bank under the Obligations as and when that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and confirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations. (b) The obligations of each Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Collateral Agent Lenders or the Issuing Bank under the Obligations (or any sub-agent thereofits “Corresponding Debt”) nor shall the amounts for the benefit of any Secured Parties which each Loan Party is liable under paragraph (such payment undertaking and the obligations and liabilities which are the result thereof the a) above (its “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge way by its Corresponding Debt, provided that (i) for this purpose the Collateral Agent shall not demand payment with regard to the Parallel Debt constitutes undertakingsof any Loan Party to the extent that such Loan Party’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged, obligations (ii) neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of any Loan Party to the extent that such Loan Party’s Parallel Debt has been paid or (in the case of guarantee obligations) discharged and liabilities (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Collateral Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each CreditLoan Party under this Section 9.17. Any security granted under the Security Documents to the Collateral 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 on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (d) Any amount due and payable by any Loan Party to the Collateral Agent (in respect of a Parallel Debt under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any sub-agent thereof) amount due and payable by a Loan Party to the Lenders and the Issuing Bank under the Corresponding Debt shall be decreased to the extent that such Loan Documents Party has paid the corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment. (f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent to receive payment under the Parallel Debt. (g) All monies received or any of its sub-agents or recovered by the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementSection 9.17, and all amounts received or recovered by the retiring or replaced Collateral Agent from or sub-agent by the enforcement of any security interest securing the Parallel Debt, shall (i) assign be applied in accordance with Section 8.03; provided that, for such purpose, the Parallel Debt owed of each Loan Party shall be deemed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case be owing to the successor Administrative Agent, the Collateral Agent or sub-agentAgent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements and, the Lenders and Issuing Bank (as applicable).

Parallel Debt. (a) Without prejudice to the provisions Notwithstanding any other provision of this Agreement Agreement, and the Security Documents and solely for the purpose of preserving security granted under the initial Swiss Security Documents, Borrower and continuing validity the other Credit Parties each hereby irrevocably and unconditionally undertakes (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis)) to pay to Agent as creditor in its own right and not as a representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount Lenders amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Credit Party to any Lender under any Financing Documents as and when, and in the Collateral Agent (or any sub-agent thereof) currency of, those amounts are due for payment under the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”)applicable Financing Documents. (b) Each Loan Party Borrower and the Collateral Agent (and any sub-agent thereof) other Credit Parties each acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Credit Party to the Collateral Agent (under Section 14.13(a) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations obligations of such Credit Party to any Lender under any Financing Documents, as applicable (its “Corresponding Debt”), nor shall the Loan Documents amounts for which such Loan each Credit Party has to the Secured Parties and is liable under Section 14.13(a) (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the its “Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents”) be limited or affected in any way by its Corresponding Debt; provided, furtherthat, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Credit Party shall be decreased to the extent that a Loan Party shall have its Corresponding Debt has been irrevocably paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and and (ii) the Corresponding Debt of each Credit Party shall be decreased to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the its Parallel Debt owed to has been irrevocably paid or discharged, but further provided that the Corresponding Debt shall not be decreased, if it is effected by virtue of any set-off, counterclaim or similar defence invoked by a Credit Party vis-à-vis the Collateral Agent. (c) Agent (or any sub-agent thereof) shall have otherwise received monies acts in payment its own name and not as a trustee, and its claims in respect of the Parallel Debt owed to it, the total amount due and payable shall not be held in trust. The Liens granted under the Loan Financing Documents to Agent to secure the Parallel Debt is granted to Agent in its capacity as creditor of the Parallel Debt and shall not be held in trust. (d) All monies received or recovered by Agent pursuant to this Section 14.13, and all amounts received or recovered by Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be decreased as if said amounts were received directly applied in payment of the applicable Obligationsaccordance with this Agreement. (e) In Without limiting or affecting Agent’s rights against the event of a resignation Credit Parties (whether under this Section 14.13 or under any other provision of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this AgreementFinancing Documents, the retiring or replaced Collateral Agent or sub-agent shall as applicable) each Credit Party acknowledges that (i) assign the Parallel Debt owed nothing in this Section 14.13 shall impose any obligation on Agent to it (but not by way of novation) advance any sum to any Credit Party or otherwise under any Financing Documents, except in its capacity as Lender; and (ii) transfer for the purpose of any Collateral granted to vote taken under any Financing Documents, Agent shall not be regarded as having any participation or commitment other than those which it securing such Parallel Debt, has in each case to the successor Collateral Agent or sub-agent, its capacity as applicablea Lender.

Parallel Debt. (a) Without prejudice Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with Party, as the terms and conditions of the Loan Documentscase may be, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party under any Loan Document (such payment undertaking as well as under (x) any Hedging Agreement entered into with any counterparty that is a Secured Party and (y) any Treasury Services Agreement existing on or entered into after the obligations Closing Date, in each case with any counterparty that is a Secured Party) as and liabilities which when those amounts are the result thereof the “Parallel Debt”)due. (b) Each Loan Party and the Collateral Security Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under Section 10.19(a) are several and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations under the Loan Documents which obligations of such Loan Party has to any Secured Party under any Loan Document, any Hedging Agreement or any Treasury Services Agreement (its “Corresponding Debt”) nor shall the Secured Parties and amounts for which each Loan Party is liable under Section 10.19(a) (iiits “Parallel Debt”) that the Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel way by its Corresponding Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as Parallel Debt under this Section 12.11 of each Loan Party shall be decreased to the extent that a its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each Loan Party shall have paid any amounts be decreased to the Collateral Agent extent that its Parallel Debt has been paid or (or any sub-agent thereofin the case of guarantee obligations) on behalf of discharged; and (iii) the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations Parallel Debt of any Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Security Agent acts in its own name as 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 Lien granted under the Loan Documents to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as independent and separate creditor of the Parallel Debt and shall not be held on trust. (d) All moneys received or recovered by the Collateral Security Agent pursuant to this Section 10.19, and all amounts received or recovered by the Security Agent from or by the enforcement of any Lien granted to secure the Parallel Debt, shall be applied in accordance with Section 8.03. (e) Without limiting or affecting the Security Agent’s rights against the Loan Party (whether under this Section 10.19 or under any other provision of the Loan Documents), each Loan Party acknowledges that: (i) nothing in this Section 10.19 shall impose any obligation on the Security Agent to advance any sum to any Loan Party or otherwise under any Loan Document, any Hedging Agreement or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount Treasury Services Agreement, except in payment of such Obligationsits capacity as a Lender; and (ii) to for the extent that a purpose of any vote taken under any Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Security Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a Lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of this Agreement, each of the Company and each other Guarantor (each, a “Principal Party”) hereby irrevocably and unconditionally undertakes (such undertaking and the 19 Bracketed language to be removed if no foreign entities are “Principal Property” owners under the Existing Notes Indenture. obligations and liabilities that are a result thereof being referred to as the “Parallel Debt” of such Principal Party) to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Administrative Agent (or any sub-agent thereofin its personal capacity and not in its capacity as agent) for the benefit of any Secured Parties, an amount equal to the aggregate amount payable by such Principal Party in respect of each and every payment obligation owed to each and every Secured Party under the Loan Documents and, to the extent included in the same currency as Obligations, under any Hedging Agreement or arising out of or in connection with Cash Management Services or Performance Support Instruments provided by any Secured Party (the Obligations from time to time due by such Loan Party “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of any Principal Party shall become due and payable as and when any Principal Obligation of such Principal Party becomes due and payable. (b) The Administrative Agent and each Principal Party agree and acknowledge that: (i) the Loan DocumentsParallel Debt of each Principal Party constitutes an undertaking, including obligation and liability of such Principal Party to the Administrative Agent (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, any Principal Obligation and represents the Administrative Agent’s own claim as a creditor in its own right to receive payment of such Parallel Debt from such Principal Party (and for the avoidance of doubt, any limitations set forth thereinfor purposes of Netherlands law, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Principal Party to constitutes independent claims (zelfstandige vorderingen) of the Collateral Administrative Agent vis-à-vis each Principal Party); and (and any sub-agent thereofii) the security interest created under the Loan Documents which to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt and, for purposes of Netherlands law, each Principal Party and the Administrative Agent acknowledge that the Administrative Agent acts in its own name and not as representative (vertegenwoordiger) of the Secured Parties or any of them. (c) The Administrative Agent and each Principal Party agree and acknowledge that: (i) the Parallel Debt of each Principal Party shall be decreased if and to the extent that the Principal Obligations of such Principal Party have been paid or, in the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall be decreased if and to the extent that the Parallel Debt of such Principal Party has been paid or, in the case of guarantee obligations, discharged; and (iii) the amount payable under the Parallel Debt of each Principal Party shall at no time exceed the amount payable under the Principal Obligations of such Principal Party. (d) Any amount received or recovered by the Administrative Agent in respect of any Parallel Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of this Agreement and the other Security Documents. (e) The Administrative Agent accepts the provisions of this clause 4.16 (Parallel Debt) on behalf of the Secured Parties. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Principal Party under the Principal Obligations are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to 4.16 and each Principal Party’s obligations under this Section 4.16 toward the extent that Administrative Agent constitutes a Loan single and separate obligation from any other debt or obligation of each Principal Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Principal Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a) Without prejudice Notwithstanding any other provision of any Loan Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent, as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as representative of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any other Secured Parties, an amount sums equal to and in the same currency as the Obligations from time to time due aggregate amount payable by such Loan Party in accordance with respect of its Corresponding Obligations as and to the terms and conditions extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of the another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan DocumentsParty, including for the avoidance to preserve its entitlement to be paid that amount. The payment undertaking of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such each Loan Party under this Section 10.23(a) is to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the be referred to as its “Parallel Debt”). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each Loan Party and the Collateral Administrative Agent (and any sub-agent thereof) acknowledge that the obligations of each Loan Party under paragraph (ia) are several and are separate and independent from, and shall not in any way limit or affect, the Corresponding Obligations nor shall the amounts for this purpose which each Loan Party is liable under paragraph (a) be limited or affected in any way by its Corresponding Obligations provided that: (x) the Administrative Agent shall not demand payment with regard to the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral extent that such Loan Party’s Corresponding Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged and (y) the Administrative Agent shall not demand payment with regard to the Corresponding Obligations of each Loan Party to the extent that such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. The amount which may become payable by the Loan Parties as the Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations. (d) The Administrative Agent acts in its own name and not as trustee and it shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 10.23, irrespective of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any sub-agent thereofamount due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.23. (f) The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents which are several and are separate and independent from, and without prejudice to, the corresponding Obligations under rights of the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims Administrative Agent to receive payment under this Section 10.23. (g) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 or under any other provision of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided), further, that each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Loan Party or otherwise under any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. , except in its capacity as lender thereunder and (cy) Every payment of monies made by a Loan Party to for the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue purpose of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if vote taken under any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to itDocument, the total amount due and payable under the Loan Documents Administrative Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligationsits capacity as a lender. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (a1) Without prejudice Each Credit Party hereby irrevocably and unconditionally undertakes (and to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests extent necessary undertakes in the Collateral granted and advance) to be granted by the Loan Parties pay to the Common Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Credit Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party and any other Credit Document pursuant to any Obligations as and when those amounts are due under any Credit Document (such payment undertaking undertakings under this Section 3.11 and the obligations and liabilities which are the result thereof resulting therefrom being the “Parallel Debt”).; (b2) Each Loan Party and the Common Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party shall have its own independent right to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive demand payment of the Parallel Debt; provided Debt by each Credit Party. Each Credit Party and the Common Collateral Agent acknowledge that the total amount payment obligations of each Credit Party under a Credit Document are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Credit Party to any Secured Party under this Agreement or any other Credit Document (the “Corresponding Debt”) nor shall the amounts for which may become due each Credit Party are liable under this Section 3.11 be limited or affected in any way by its Corresponding Debt provided that: (A) the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (B) the Corresponding Debt shall have paid any amounts be decreased to the Collateral Agent extent that the Parallel Debt has been irrevocably paid or discharged; (or any sub-agent thereofC) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (D) the Parallel Debt will be payable in the currency or currencies of the Corresponding Debt; and (E) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; (3) the security granted under any German Security Agreement and any Swiss Security Document with respect to the Parallel Debt is granted to the Common Collateral Agent in its capacity as sole creditor of the Parallel Debt; (4) without limiting or affecting the Common Collateral Agent’s rights against any Credit Party (whether under this Agreement or any sub-agent thereofother Credit Document), each Credit Party acknowledges that: (A) this Agreement shall not impose any obligation on behalf the Common Collateral Agent to advance any sum to any Credit Party or otherwise under any Credit Document; and (B) for the purpose of any vote taken under any Credit Document, the Common Collateral Agent shall not be regarded as having any participation or commitment other that those which it has in its capacity as a Lender; (5) the Parties to this Agreement acknowledge and confirm that the provisions contained in this Agreement shall not be interpreted so as to increase the maximum total amount of the applicable Obligations; (6) the Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Secured Parties otherwise receives under any amount in payment Credit Documents, be it by virtue of such Obligationsassignment, assumption or otherwise; and (ii7) to all monies received or recovered by the extent that a Loan Parties shall have paid any amounts to the Common Collateral Agent (pursuant to this Agreement and all amounts received or recovered by the Common Collateral Agent from or by the enforcement of any sub-agent thereof) under security granted to secure the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly applied in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to accordance with this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. a. Each of the Euro Borrowers and Euro Guarantors (atogether, “Euro Obligors”) Without prejudice hereby irrevocably and unconditionally undertake to pay to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral US Administrative Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Euro Obligor to any Secured Party under any of the Loan Documents as and when those amounts are or become due; provided, however, no Euro Obligor shall have any obligation under this clause (a) to pay to the US Administrative Agent any amounts owing by any US Guarantor or US Borrower to any Secured Party in accordance with the terms and conditions under any of the Loan Documents. b. Each Euro Obligor, including for the avoidance of doubtUS Administrative Agent, any limitations set forth therein, shall be owing as separate the Euro Administrative Agent and independent the Canadian Administrative Agent acknowledge that the obligations of such Loan Party to the Collateral Agent each Euro Obligor under section (or any sub-agent thereofa) for the benefit of any Secured Parties (such payment undertaking above are several and the obligations and liabilities which are the result thereof the “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations of that Euro Obligor to any of the Agents or any Secured Party under any of the Loan Documents (its “Corresponding Debt”) nor shall the amounts for which such Loan Party has to the Secured Parties and each Euro Obligor is liable under section (iia) that above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: 1. the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 each Euro Obligor shall be decreased to the extent that a Loan Party its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; 2. the Corresponding Debt of each Euro Obligor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and (ii) be decreased to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged; 3. the amount of the Parallel Debt of a Loan Parties Euro Obligor shall have paid any amounts at all times be equal to the Collateral Agent (or any sub-agent thereof) under amount of its Corresponding Debt; 4. the Parallel Debt owed to it or the Collateral Agent by a German Guarantor (or any sub-agent thereofas defined below) shall have otherwise received monies be subject to the same limitations set forth below in payment section II below as its Corresponding Debt; and 5. the Parallel Debt shall irrespective of clauses 1-4 above at any time amount to at least 1 Euro. c. Each of the Agents acts in its own name as an independent and separate right and not as a trustee, and its claims in respect of the Parallel Debt owed to it, the total amount due and payable shall not be held on trust. The security granted under the Loan Documents shall be decreased as if said amounts were received directly in payment of to the applicable Obligations. (e) In the event of a resignation of the Collateral US Administrative Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign secure the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral is granted to the US Administrative Agent in its capacity as agent for the independent and separate creditors of the Parallel Debt and shall not be held on trust. d. Without limiting or affecting the Agents’ rights against the Obligors (whether under this subsection (a) or under any other provision of the Loan Documents), each Euro Obligor acknowledges that: 1. nothing in this subsection (a) shall impose any obligation on any Agent to advance any sum to any Euro Obligor or otherwise under any Loan Document, except in its capacity as a Lender; and 2. for the purpose of any vote taken under any Loan Document, no Agent shall be regarded as having any participation or commitment other than those which it securing such Parallel Debt, has in each case to the successor Collateral Agent or sub-agent, its capacity as applicablea Lender.

Parallel Debt. Each Foreign Loan Party organized under the Laws of Belgium, Germany or the(a) Netherlands, or any other applicable jurisdiction (aeach, a “Specified Foreign Loan Party”) Without prejudice hereby irrevocably and unconditionally undertakes to pay to the provisions of this Agreement Administrative Agent as creditor in its own right and the Security Documents and for the purpose of preserving the initial and continuing validity not as a representative of the security interests in the Collateral granted and to be granted Secured Parties (by the Loan Parties to the Collateral Agent way of an abstract acknowledgment of debt (or any sub-agent thereofabstraktes Schuldanerkenntnis, where applicable)) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Specified Foreign Loan Party in accordance with to each of the terms and conditions Secured Parties under each of the Loan Documents, including Documents as and when those amounts are due for payment under the avoidance relevant Loan Document. Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the(b) obligations of doubt, any limitations set forth therein, shall be owing as each Specified Foreign Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such that Specified Foreign Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties Party under any Loan Document (such payment undertaking and its “Corresponding Debt”) nor shall the obligations and liabilities amounts for which are the result thereof the each Specified Foreign Loan Party is liable under paragraph (a) above (its “Parallel Debt”). (b) Each Loan Party and the Collateral Agent (and be limited or affected in any sub-agent thereof) acknowledge that (i) for this purpose way by its Corresponding Debt; provided that: the Parallel Debt constitutes undertakings, obligations and liabilities of each of the Specified Foreign Loan Party Parties will be payable in(i) the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the Collateral extent one or more of its Corresponding Debt become due and payable; -179- each Parallel Debt constitutes an undertaking, obligation and liability to the(ii) Administrative Agent (and any sub-agent thereof) under the Loan Documents which are is separate and independent from, and without prejudice to, the corresponding Obligations under Corresponding Debt of the relevant Specified Foreign Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Party; each Parallel Debt represents the Collateral Administrative Agent’s (including any sub-agent thereofown separate and(iii) own claims independent claim to receive payment of the Parallel DebtDebt from the relevant Specified Foreign Loan Party; provided the Administrative Agent shall not demand payment with regard to the Parallel(iv) Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the total amount which may become due case of guarantee obligations) discharged; a Secured Party shall not demand payment with regard to the Corresponding(v) Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and with respect to any Specified Foreign Loan Party organized under the Parallel Laws of(vi) Netherlands, an Event of Default in respect of the Corresponding Debt shall never exceed constitute a default (verzuim) within the total amount which may become due under meaning of section 3:248 of the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights Dutch Civil Code with respect to the Parallel Debt solely without any notice being required. The Administrative Agent acts in its own name and not as a trustee, and its claims in(c) respect of the Parallel Debt shall not be held on trust. The security 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. All monies received or recovered by the Administrative Agent pursuant to this Section (d) 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a)Agreement; provided that if any such payment as is mentioned above is subsequently avoided or reduced upon irrevocable receipt by virtue the Administrative Agent of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and a Parallel Debt (iia “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the extent that Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Corresponding Debt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received Amount. Without limiting or affecting the Administrative Agent’s rights against the Specified(e) Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: nothing in this Section 10.23 shall impose any obligation on the Administrative(i) Agent to itadvance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and for the purpose of any vote taken under any Loan Document, the total amount due and payable under the Loan Documents Administrative(ii) Agent shall not be decreased regarded as if said amounts were received directly having any participation or commitment other than those which it has in payment of the applicable Obligations. (e) In the event of its capacity as a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.Lender. -180-

Parallel Debt. (a) Without prejudice to the provisions of this Agreement and the Security Documents and for For the purpose of preserving the initial establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) each Foreign Loan Party irrevocably and continuing validity of the security interests in the Collateral granted unconditionally undertakes (and to be granted the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by the Loan Parties way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount amounts equal to and in the same currency as the Obligations any amounts owing from time to time due by such that Foreign Loan Party in accordance with the terms and conditions of to any Foreign Obligations Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended | || from time to time) whether for principal, interest, (including interest which, but for the avoidance filing of doubta petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any limitations set forth thereinObligation, shall be owing as separate and independent obligations of whether or not a claim is allowed against such Foreign Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Foreign Corresponding Debt”), and each Foreign Obligations Secured Party consents to each Foreign Loan Party’s undertaking pursuant to this paragraph (i); and (ii) each Loan Party (other than any Foreign Loan Party) irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party (other than any Foreign Obligations Secured Party) under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any sub-agent thereofTreasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the benefit filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Secured Parties Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (such payment undertaking and the obligations and liabilities which are the result thereof the its “Parallel U.S. Corresponding Debt”), and each Secured Party (other than any Foreign Obligations Secured Party) consents to the undertaking of each Loan Party (other than any Foreign Loan Party) pursuant to this paragraph (ii). (b) Each Loan Party and party to this Agreement acknowledges that the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (under a Parallel Debt are several and any sub-agent thereof) under the Loan Documents which are separate and independent (eigen zelfstandige verplichting) from, and without prejudice toshall not in any way limit or affect, the corresponding Obligations relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the Loan Documents amounts for which such each Loan Party has to the Secured Parties and (ii) that the is liable under a Parallel Debt represents the Collateral Agent’s (including be limited or affected in any sub-agent thereof) own claims to receive payment of the Parallel Debt; way by its relevant Corresponding Debt provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document. (c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11that: (i) the total amount due and payable as a Parallel Debt under this Section 12.11 of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) a Corresponding Debt of a Loan Party shall have paid any amounts be decreased to the Collateral Agent extent its relevant Parallel Debt has been irrevocably paid or (or any sub-agent thereofin the case of guarantee obligations) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligationsdischarged; and (iiiii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the extent that a Loan Parties shall have paid any amounts to amount of its relevant Corresponding Debt. (c) For the purpose of this Section 9.14, the Collateral Agent (acts in its own name and on behalf of itself and not as agent, representative or trustee of any sub-agent thereof) under the other Secured Party and its claims in respect of a Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall not be decreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral held on trust. Any Lien granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.| ||