Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) 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 Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the Secured Parties under each of the Loan Documents as and when those amounts are due for payment under the relevant Loan Document. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The 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. (d) 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign 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 Party organized under Parties to the Laws of Belgium, Germany or the Netherlands, Collateral Agent (or any other applicable jurisdiction (eachsub-agent thereof) for the benefit of any Secured Parties, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts amount equal to any amounts owing and in the same currency as the Obligations from time to time due by that Specified Foreign 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 each the Collateral Agent (or any sub-agent thereof) for the benefit of the any Secured Parties under each of (such payment undertaking and the Loan Documents as obligations and when those amounts liabilities which are due for payment under the relevant Loan Documentresult thereof the “Parallel Debt”). (b) Each Specified Foreign Loan Party and the Administrative Collateral Agent acknowledges (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of 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 that Specified Foreign Loan Party to the Collateral Agent (and any Secured Party sub-agent thereof) under any the Loan Document (its “Corresponding Debt”) nor shall the amounts for Documents 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) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is are separate and independent from, and without prejudice to, the Corresponding Debt of corresponding Obligations under the relevant Specified Foreign Loan Party; Documents which such Loan Party has to the Secured Parties and (iiiii) each that the Parallel Debt represents the Administrative Collateral Agent’s (including any sub-agent thereof) own separate and independent claim claims to receive payment of the Parallel Debt from Debt; provided that the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to total amount which may become due under the Parallel Debt of each Specified Foreign Loan Party to shall never exceed 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 not demand payment with regard to the 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 total amount which may become due under the Laws of NetherlandsLoan Documents; provided, an Event of Default in respect of further, that the Corresponding Debt Collateral Agent or any sub-agent thereof shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code exercise its rights with respect to the Parallel Debt without solely in accordance with this Agreement and any notice being requiredother Loan Document. (c) The Administrative Every payment of monies made by a Loan Party to the Collateral Agent acts 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 its own name and not as a trustee, and its claims in respect satisfaction pro tanto of the Parallel Debt shall not be held on trust. The security granted under 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 Documents Agent and any sub-agent thereof shall be entitled to receive the Administrative Agent amount of such payment from such Loan Party and such Loan Party shall remain liable to secure perform the Parallel Debt is granted relevant obligation and the relevant liability shall be deemed not to the Administrative Agent in its capacity as creditor of the Parallel Debthave been discharged. (d) All monies received or recovered by Subject to the Administrative Agent pursuant to provision in paragraph (c) of this Section 10.2312.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the payable as Parallel Debt, Debt under this Section 12.11 shall be applied in accordance with this Agreement; provided decreased to the extent that upon irrevocable receipt by a Loan Party shall have paid any amounts to the Administrative 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 (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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lendersuch Obligations; and (ii) for to the purpose 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 any vote taken under any Loan Documentthe Parallel Debt owed to it, the Administrative 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 be regarded 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 having any participation or commitment other than those which it has in its capacity as a Lenderapplicable.

Parallel Debt. (a) Each Foreign Loan Party organized under In respect of ensuring the Laws validity and enforceability of Belgium, Germany or any Security Document governed by the law of The Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any the amounts owing payable by it in respect of its Corresponding Obligations as they may exist from time to time by that Specified Foreign Loan time, which undertaking the Collateral Agent hereby accepts. Each payment undertaking of a Credit Party to each of the Secured Parties Collateral Agent under each of the Loan Documents this Section 12.21(a) is hereinafter to be referred to as and when those amounts are due for payment under the relevant Loan Document. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its a “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) the . Each Parallel Debt of each of the Specified Foreign Loan Parties will be payable in the currency or currencies of its the relevant Corresponding Debt Obligation and will become due and payable as and when and the Corresponding Obligation to the extent one or more of its Corresponding Debt become which it corresponds becomes due and payable;. (iib) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability of the applicable Credit Party to the Administrative Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; Obligation to which it corresponds; and (iiiii) each Parallel Debt represents the Administrative Collateral Agent’s own separate and independent claim to receive payment of the such Parallel Debt from the relevant Specified Foreign Loan applicable Credit 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of To the Parallel Debt shall not be held on trust. The security granted under extent 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. (d) 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 irrevocably receives any amount in payment of a Parallel Debt (of a “Received Amount”)Credit Party, the Corresponding Debt Collateral Agent shall distribute such amount among the Lenders and the Agents who are creditors of the relevant Specified Foreign Loan Corresponding Obligations of that Credit Party towards in accordance with the Administrative Agent and the Lenders shall be reducedterms of this Agreement, 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 Received Amount in the manner as if the Deductible Amount such amount were received by the Administrative Collateral Agent and the Lenders as a in 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 AmountObligation to which it corresponds. (ed) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Upon irrevocable receipt by a Lender; and (ii) for the purpose Lender of any vote taken amount on a distribution by the Collateral Agent under any Loan DocumentSection 12.21(c) in respect of a payment on a Parallel Debt, the Administrative Agent Corresponding Obligation to which the Parallel Debt corresponds shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lenderreduced by the same amount.

Parallel Debt. (a) 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 Administrative Agent as creditor in its own right and not as a representative of the Secured parties hereto agree, and the Loan Parties (acknowledge, by way of an abstract acknowledgment acknowledgement of debt indebtedness (abstraktes Schuldanerkenntnis), where applicable)that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) amounts equal to each and every obligation of any amounts owing from time to time by that Specified Foreign 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 each the Collateral Agent and that, accordingly, the Collateral Agent will have its own independent right to demand performance by such Loan Party of those obligations (the “Acknowledgement”), provided that in 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 Secured Parties under each US Borrower or any of the Loan Documents as and when those amounts are due for payment under its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Document. 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 (b) Each Specified Foreign it will not, at any time, make any claim against any Loan Party and exceeding the Administrative Agent acknowledges that the obligations of each Specified Foreign amount then payable by such Loan Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affectthe Loan Documents, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall Cash Management Agreements or 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) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) Hedge Agreements. The Administrative Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt Acknowledgment shall not be held on trust. The security Security granted under the Collateral Documents to the Administrative Collateral Agent to secure the Parallel Debt Acknowledgment is granted to the Administrative Collateral Agent in its capacity as creditor of the Parallel Debt. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, Acknowledgment 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lenderheld on trust.

Parallel Debt. (a) Each Foreign European 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 Administrative Agent as creditor (for the purpose of this §6.22 in its own right and not capacity as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)“collateral agent”) amounts equal to any amounts owing from time to time by that Specified Foreign European Loan Party to each of the any Secured Parties Party under each of the any Loan Documents Document as and when those amounts are due for payment under the relevant Loan Documentdue. (b) Each Specified Foreign European Loan Party and the Administrative Agent acknowledges acknowledge that the obligations of each Specified Foreign European Loan Party under this paragraph (ab) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign European Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign European Loan Party shall be decreased to the extent that such Loan Party’s its Corresponding Debt has been irrevocably paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign European Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its Parallel Debt has been irrevocably paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign Loan Party organized under the Laws amount of Netherlands, an Event of Default in respect of the Corresponding Debt 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 requiredof a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The 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. The Unless expressly provided to the contrary in any Collateral Document, the security interest 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 DebtDebt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.23Clause, 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; 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign European Loan Parties (whether under this Section 10.23 §6.22 or under any other provision of the Loan Documents), each Foreign European Loan Party acknowledges that: (i) nothing in this Section 10.23 §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment 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 separate obligation from any other debt of each European Loan Party under the Loan Documents.

Parallel Debt. (a) 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 Administrative Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each any Secured 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 (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties under each of Bank Creditors in connection with the Loan Documents collection or enforcement thereof), (collectively the “Debt Documents”) as and when those amounts are due for payment under the relevant Loan Documentdue. (b) Each Specified Foreign Loan Party and the Administrative Collateral Agent acknowledges acknowledge that the obligations of each Specified Foreign Loan Party under paragraph clause (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party Bank Creditor under any Loan Debt Document (its “Corresponding Debt”) 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; Debt provided that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 shall be decreased to the extent that such Loan Party’s its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;; and (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign Loan Party organized under the Laws amount of Netherlands, an Event of Default in respect of the Corresponding Debt 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 requiredof a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Administrative For the purpose of this Section 11.08, the Collateral 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 trustname. The security Security granted under any German Security Agreement to the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Collateral Agent in its capacity as creditor of the Parallel Debt. (d) All monies moneys received or recovered by the Administrative Collateral Agent pursuant to this Section 10.2311.08, and all amounts received or recovered by the Administrative Collateral Agent from or by the enforcement of any security German Security Agreement 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 Section 8.03 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 Received Amount in 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 AmountIntercreditor Agreement. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 11.08 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 11.08 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Debt Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Debt Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign International 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 (and to the extent necessary undertakes in advance) without duplication to pay to the Administrative Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign such International Loan Party to each of the Secured Parties any Lender Party under each of the this Agreement and any other Loan Documents Document pursuant to any Obligations as and when those amounts are due for under any Loan Document (such payment undertakings under this Section 10.18 and the relevant Loan Documentobligations and liabilities 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 Specified Foreign International Loan Party and the Administrative Collateral Agent acknowledges acknowledge that the obligations of each Specified Foreign International Loan Party under paragraph (a) above this Section 10.18 are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign each International Loan Party to any Secured Lender Party under this Agreement or any other Loan Document (its the “Corresponding Debt”) 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) the Parallel Debt of each of the Specified Foreign Loan Parties will shall be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 decreased to the extent that such Loan Party’s the Corresponding Debt has been irrevocably paid or discharged (other than, in the case of guarantee each case, contingent obligations) discharged); (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s the Parallel Debt has been irrevocably paid or discharged; (in iii) the case amount of guarantee obligationsthe Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (iv) dischargedfor 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 (viv) with respect to any Specified Foreign the International Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt Parties shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to have all objections and defenses against the Parallel Debt without any notice being requiredwhich they have against the Corresponding Debt. (c) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents any German Security Agreement with respect to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Collateral Agent in its capacity as sole creditor of the Parallel Debt. (d) 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign any International Loan Parties Party (whether under this Section 10.23 Agreement or under any other provision of the Loan DocumentsDocument), each Foreign of the International Loan Party Parties acknowledges that: (i) nothing in this Section 10.23 Agreement shall impose any obligation on the Administrative Collateral Agent to advance any sum to any International Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment commitment. (e) The parties to this Agreement acknowledge and confirm that the 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 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 claim arising from the Parallel Debt other than those which it has to any successor Collateral Agent. (g) All monies received or recovered by the Collateral Agent pursuant to this Agreement and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security granted to secure the Parallel Debt shall be applied in its capacity as a Lenderaccordance with the terms of this Agreement.

Parallel Debt. (a) Each Foreign Belgian 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 (and to the extent necessary undertakes in advance) to pay to the Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign such Belgian Loan Party to each of the any Secured Parties Party under each of the this Agreement, any other Loan Documents Document or other relevant document pursuant to any Corresponding Obligations as and when those amounts are due for under any Loan Document or other relevant document (such payment undertakings under this Section 8.02 and the relevant Loan Documentobligations and liabilities 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 Specified Foreign Belgian Loan Party and the Administrative Agent acknowledges acknowledge that the obligations of each Specified Foreign Belgian Loan Party under paragraph (a) above this Section 8.02 are several and are several, separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) Obligations nor shall the amounts amount for which each Specified Foreign Belgian Loan Party is liable under paragraph (a) above (its “Parallel Debt”) Section 8.02 be limited or affected in any way by its Corresponding Debt; Obligations provided that: (i) the Parallel Debt of shall be decreased to the extent that the Corresponding Obligations have been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Obligations shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Specified Foreign Loan Parties 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 its the Corresponding Obligations; and (v) for the avoidance of doubt the Parallel Debt and will become due and payable as and at the same time when and to the extent one or more of its Corresponding Debt Obligations become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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. (cb) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the any Belgian Collateral Documents Document with respect to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (d) 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 Received Amount in 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. (ec) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign any Belgian Loan Parties Party (whether under this Section 10.23 Agreement or under any other provision of the Loan DocumentsDocument), each Foreign Belgian Loan Party acknowledges that: (i) nothing in this Section 10.23 Agreement shall impose any obligation on the Administrative Agent to advance any sum to any Belgian Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than that those which it has in its capacity as a Lender. (d) 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. (e) 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 under any of the other Loan Documents, be it by virtue of assignment, assumption or otherwise. (f) All monies received or recovered by the Administrative Agent pursuant to this Agreement 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. (g) For the purpose of this Section 8.02, the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee or representative of any other Secured Party.

Parallel Debt. (ai) 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 (and to the extent necessary undertakes in advance) to pay to the Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign such Loan Party to each of the any Lender Party under this Agreement and any other Loan Document pursuant to any Secured Parties under each of the Loan Documents Obligations as and when those amounts are due for under any Loan Document (such payment undertakings under this Section 8.10(b) and the relevant Loan Document.obligations and liabilities 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 Specified Foreign Loan Party and the Administrative Agent acknowledges acknowledge that the obligations of each Specified Foreign Loan Party under paragraph (a) above Section 5.06 are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign each Loan Party to any Secured Lender Party under this Agreement or any other Loan Document (its the “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is are liable under paragraph (a) above (its “Parallel Debt”this Section 8.10(b) be limited or affected in any way by its Corresponding Debt; Debt provided that: : (iA) the Parallel Debt of shall be decreased to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (B) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (C) the amount of the Specified Foreign Loan Parties 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 its the Corresponding Debt; and (E) for the avoidance of doubt, the Parallel Debt and will become due and payable as and at the same time when and to the extent one or more of its Corresponding Debt become becomes due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate security granted under any German Security Agreement and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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) any Dutch Security Agreement with respect to any Specified Foreign Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The 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 sole creditor of the Parallel Debt.; (div) 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 Received Amount in 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. (e) Without without limiting or affecting the Administrative Agent’s rights against the Specified Foreign any Loan Parties Party (whether under this Section 10.23 Agreement or under any other provision of the Loan DocumentsDocument), each Foreign Loan Party acknowledges that: : (iA) nothing in this Section 10.23 Agreement shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and and (iiB) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than 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 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 under any Loan Documents, be it by virtue of assignment, assumption or otherwise; and (vii) all monies received or recovered by the Administrative Agent pursuant to this Agreement 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.

Parallel Debt. (a) Each Foreign For the purpose of establishing a valid Lien pursuant to any Security Document governed by German law each 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 (and to the Administrative Agent as creditor extent necessary undertakes in its own right and not as a representative of the Secured Parties advance (where applicable, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the any Secured Parties Party under each of the Loan Documents 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 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 for payment under the relevant (its “Corresponding Debt”), and each Secured Party consents to each Loan DocumentParty’s undertaking pursuant to this paragraph (a). (b) Each Specified Foreign Loan Party and the Administrative Agent party to this Agreement acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above a Parallel Debt are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party relevant Corresponding Debt under any Loan Document (its “Corresponding Debt”) Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt; Debt provided that: (i) the a Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Loan Party’s its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign the amount of a Parallel Debt of a Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect at all times be equal to the Parallel Debt without any notice being requiredamount of its relevant Corresponding Debt. (c) The Administrative For the purpose of this Section 9.15, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any other Secured Party and its claims in respect of the a Parallel Debt shall not be held on trust. The security Any Lien granted under to the Collateral Documents to the Administrative Agent to secure the a Parallel Debt is granted to the Administrative Collateral Agent in its capacity as sole creditor of the a Parallel DebtDebt and shall not be held on trust. (d) All monies received or recovered by the Administrative Collateral Agent pursuant to this Section 10.239.15, and all amounts received or recovered by the Administrative Collateral Agent from or by the enforcement of any security Liens granted to secure the a Parallel Debt, shall be applied in accordance with the terms of 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign any Loan Parties Party (whether under this Section 10.23 9.15 or under any other provision of the Loan Documents), the Collateral Agent agrees with each Foreign 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 act 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 10.23 9.15 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any a Loan Party or otherwise under any a Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any a Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt 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 Treasury Transaction, and 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. (i) Notwithstanding anything to the 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 U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of any Obligation of a 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 a corresponding guarantee agreement and shall not be used for a simplified enforcement of rights under this Agreement.

Parallel Debt. (a) Each Foreign Loan Party organized under To ensure the Laws validity and enforceability of Belgium, Germany or any International Security Documents governed by the laws of the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign each International Loan Party”) Party hereby irrevocably and unconditionally undertakes to pay to the Administrative International Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any the amounts owing payable by it in respect of its Corresponding Obligations as they may exist from time to time by that Specified Foreign time, which undertaking the International Collateral Agent hereby accepts. Each payment undertaking of an International Loan Party to each of the Secured Parties International Collateral Agent under each of the Loan Documents this Section 10.12 is hereinafter to be referred to as and when those amounts are due for payment under the relevant Loan Document. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its a “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) the . The Parallel Debt of each of the Specified Foreign Loan Parties will be payable in the currency or currencies of its Corresponding Debt and will become due and payable immediately as and when and to the extent one or more of its the Corresponding Debt 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. (iib) each Each of the parties to this Agreement hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and liability of the applicable International Loan Party to the Administrative International Collateral Agent which that is separate and independent from, and without prejudice to, the Corresponding Debt Obligation to which it corresponds; (ii) the International Collateral Agent acts in its own name and not as agent, representative or trustee of the relevant Specified Foreign Loan Party; International Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and (iii) each the Parallel Debt represents the Administrative International Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign applicable International 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative To the extent the International Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the 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. (d) 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 receives any amount in payment of a Parallel Debt (a “Received Amount”)of an International Loan Party, the Corresponding Debt International Collateral Agent shall distribute such amount among the International Secured Parties who are creditors of the relevant Specified Foreign Corresponding Obligations of that International Loan Party towards in accordance with the Administrative Agent and the Lenders shall be reducedterms of this Agreement, 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 Received Amount in the manner as if the Deductible Amount such amount were received by the Administrative International Collateral Agent and the Lenders as a in payment of the Corresponding Obligation to which it corresponds.. (d) The Parallel Debt owed by the relevant Specified Foreign of an International Loan Party on shall be (i) decreased to the date extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent to that its Corresponding Obligations has increased, and the Corresponding Obligations of receipt by an International Loan Party shall be (A) decreased to the Administrative Agent extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (B) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of the Received Amountan International Loan Party shall never exceed its Corresponding Obligations. (e) Without limiting All amounts received or affecting recovered by the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under International Collateral Agent in connection with this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that:10.12 shall be applied in accordance with Section 2.12. (if) nothing in this Section 10.23 shall impose The parties hereto acknowledge and agree that any obligation on resignation by the Administrative International Collateral Agent is not effective with respect to advance any sum to any Loan Party or otherwise its rights and obligations under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, Parallel Debt until such rights and obligations have been assumed by the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lendersuccessor International Collateral Agent.

Parallel Debt. (a) Each Foreign Loan Party organized under of the Laws of Belgium, Germany or the Netherlands, or any Borrower and each other applicable jurisdiction Guarantor (each, a “Specified Foreign Loan 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 Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts amount equal to any amounts owing from time to time the aggregate amount payable by that Specified Foreign Loan such Principal Party in respect of each and every payment obligation owed to each of the and every Secured Parties Party under each of the Loan Documents or, to the extent included in the 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 “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 those amounts are any Principal Obligation of such Principal Party becomes due for payment under the relevant Loan Documentand payable. (b) Each Specified Foreign Loan Party and the The Administrative Agent acknowledges that the obligations of and each Specified Foreign Loan Principal Party under paragraph (a) above are several agree and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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 acknowledge that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 extent one or more of its Corresponding Debt become due and payable; (ii) each Parallel Debt Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Administrative Agent which (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt any Principal Obligation and represents the Administrative Agent’s own separate and independent claim to receive payment of the such Parallel Debt from the relevant Specified Foreign Loan such Principal 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 not demand payment with regard to the 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 (viii) with respect to any Specified Foreign Loan Party organized the security interest created under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the Collateral Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (c) The Administrative Agent and each Principal Party agree 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) All monies Any amount 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 in respect of any security granted to secure the Parallel Debt, Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of 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 Agreement 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 Received Amount in 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 Amountother Security Documents. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign Loan Credit 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 Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan such Credit Party to each of any Lender with respect to the Secured Parties under each of the Loan Documents Credit Party Obligations as and when those amounts are become due for payment under so that the relevant Loan DocumentAdministrative Agent shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and on behalf of itself and not only as trustee, agent or representative acting on behalf of the Lenders. (b) Each Specified Foreign Loan Credit Party and the Administrative Agent acknowledges acknowledge that the monetary obligations of each Specified Foreign Loan Credit Party to the Administrative Agent under paragraph (aSection 2.21(a) above are and/or shall be several and are and/or shall be separate and independent from, and do and/or shall not in any way limit or affect, the corresponding monetary obligations of that Specified Foreign Loan such Credit Party to any Secured Lender with respect to the Credit Party under any Loan Document Obligations (its such Credit Party’s “Corresponding Debt”) 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) the amounts for which such Credit Party is liable under Section 2.21(a) (such Credit Party’s “Parallel Debt of each of the Specified Foreign Loan Parties will Debt”) shall be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 decreased to the extent that such Loan Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee any guaranty obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan such Credit Party shall be decreased to the extent that such Specified Foreign Loan Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee guaranty obligations) discharged; (iii) the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (viiv) with respect to any Specified Foreign Loan each Credit Party organized under shall have the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to same defenses against the Parallel Debt without any notice being requiredwhich it has against the Corresponding Debt. (c) The For purposes of this Section 2.21, the Administrative Agent acts in its own name and on behalf of itself and not as a trustee, agent or representative of any party hereto, and its claims any claim made by the Administrative Agent in respect of the Parallel Debt shall not be held on in trust. The security interests granted under the Collateral Security Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor in respect of the Parallel DebtDebt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.232.21, 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 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 Received Amount in 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 AmountSection 2.10. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Credit Parties (whether under this Section 10.23 2.21 or under any other provision of the Loan Credit Documents), each Foreign Loan Credit Party acknowledges that: (i) nothing in this Section 10.23 2.21 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Credit Party or otherwise under any Loan Document, except Credit Document in its capacity as a LenderAdministrative Agent; and (ii) for the purpose of any vote taken under any Loan Credit Document, the Administrative Agent shall not be regarded as having have any participation or commitment other than those which it has in its capacity as Administrative Agent. (f) 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 Lendercommon property (gemeenschap) are not applicable, and shall not apply by analogy, to the relationship between the Administrative Agent and the other Secured Parties and the relationship among the Credit Parties.

Parallel Debt. (a) Each For the purpose of establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) 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 (and to the Administrative Agent as creditor extent necessary undertakes in its own right and not as a representative of the Secured Parties advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the any Foreign Obligations Secured Parties Party under each of the Loan Documents 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 filing of a petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, 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 for payment (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 relevant Loan DocumentDocuments, 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 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 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 Specified Foreign Loan Party and the Administrative Agent party to this Agreement acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party relevant Corresponding Debt under any Loan Document (its “Corresponding Debt”) Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt; Debt provided that: (i) the a Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Loan Party’s its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign the amount of a Parallel Debt of a Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect at all times be equal to the Parallel Debt without any notice being requiredamount of its relevant Corresponding Debt. (c) The Administrative For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any other Secured Party and its claims in respect of the a Parallel Debt shall not be held on trust. The security Any Lien granted under to the Collateral Documents to the Administrative Agent to secure the a Parallel Debt is granted to the Administrative Collateral Agent in its capacity as sole creditor of the a Parallel DebtDebt and shall not be held on trust. (d) All monies received or recovered by the Administrative Collateral Agent pursuant to this Section 10.239.14, and all amounts received or recovered by the Administrative Collateral Agent from or by the enforcement of any security Liens granted to secure the a Parallel Debt, shall be applied in accordance with the terms of 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign any Loan Parties Party (whether under this Section 10.23 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each Foreign 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 act 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 10.23 9.14 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any a Loan Party or otherwise under any a Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any a Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a claim of the Collateral Agent against a Loan Party in respect of a 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 does constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) 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 Treasury Transaction, and 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. (j) Notwithstanding anything to the contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or provide any security for, any Obligation of a U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

Parallel Debt. (a) Each Foreign European 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 Administrative Agent as creditor (for the purpose of this §6.22 in its own right and not capacity as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)“collateral agent”) amounts equal to any amounts owing from time to time by that Specified Foreign European Loan Party to each of the any Secured Parties Party under each of the any Loan Documents Document as and when those amounts are due for payment under the relevant Loan Documentdue. (b) Each Specified Foreign European Loan Party and the Administrative Agent acknowledges acknowledge that the obligations of each Specified Foreign European Loan Party under this paragraph (ab) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign European Loan Party is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign European Loan Party shall be decreased to the extent that such Loan Party’s its Corresponding Debt has been irrevocably paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign European Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its Parallel Debt has been irrevocably paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign Loan Party organized under the Laws amount of Netherlands, an Event of Default in respect of the Corresponding Debt 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 requiredof a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The 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. The Unless expressly provided to the contrary in any Collateral Document, the security interest 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 DebtDebt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.23Clause, 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; 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign European Loan Parties (whether under this Section 10.23 §6.22 or under any other provision of the Loan Documents), each Foreign European Loan Party acknowledges that: (i) nothing in this Section 10.23 §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment Commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign Loan Credit 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 Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan such Credit Party to each of any Lender with respect to the Secured Parties under each of the Loan Documents Credit Party Obligations as and when those amounts are become due for payment under so that the relevant Loan DocumentAdministrative Agent shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and on behalf of itself and not only as trustee, agent or representative acting on behalf of the Lenders. (b) Each Specified Foreign Loan Credit Party and the Administrative Agent acknowledges acknowledge that the monetary obligations of each Specified Foreign Loan Credit Party to the Administrative Agent under paragraph (aSection 2.22(a) above are and/or shall be several and are and/or shall be separate and independent from, and do and/or shall not in any way limit or affect, the corresponding monetary obligations of that Specified Foreign Loan such Credit Party to any Secured Lender with respect to the Credit Party under any Loan Document Obligations (its such Credit Party’s “Corresponding Debt”) 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) the amounts for which such Credit Party is liable under Section 2.22(a) (such Credit Party’s “Parallel Debt of each of the Specified Foreign Loan Parties will Debt”) shall be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 decreased to the extent that such Loan Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee any guaranty obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan such Credit Party shall be decreased to the extent that such Specified Foreign Loan Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee guaranty obligations) discharged; (iii) the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (viiv) with respect to any Specified Foreign Loan each Credit Party organized under shall have the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to same defenses against the Parallel Debt without any notice being requiredwhich it has against the Corresponding Debt. (c) The For purposes of this Section 2.22, the Administrative Agent acts in its own name and on behalf of itself and not as a trustee, agent or representative of any party hereto, and its claims any claim made by the Administrative Agent in respect of the Parallel Debt shall not be held on in trust. The security interests granted under the Collateral Security Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor in respect of the Parallel DebtDebt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.232.22, 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 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 Received Amount in 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 AmountSection 2.12. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Credit Parties (whether under this Section 10.23 2.22 or under any other provision of the Loan Credit Documents), each Foreign Loan Credit Party acknowledges that: (i) nothing in this Section 10.23 2.22 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Credit Party or otherwise under any Loan Document, except Credit Document in its capacity as a LenderAdministrative Agent; and (ii) for the purpose of any vote taken under any Loan Credit Document, the Administrative Agent shall not be regarded as having have any participation or commitment other than those which it has in its capacity as a LenderAdministrative Agent.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of Belgium, Germany or the the(a) Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the Secured Parties under each of the Loan Documents as and when those amounts are due for payment under the relevant Loan Document. (b) . Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the the(b) obligations of 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 that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) : the Parallel Debt of each of the Specified Foreign Loan Parties will be payable in in(i) the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the extent one or more of its Corresponding Debt become due and payable; (ii) ; -179- each Parallel Debt constitutes an undertaking, obligation and liability to the the(ii) Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) ; each Parallel Debt represents the Administrative Agent’s own separate and and(iii) independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) ; the Administrative Agent shall not demand payment with regard to the Parallel 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 case of guarantee obligations) discharged; (v) ; a Secured Party shall not demand payment with regard to the Corresponding 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 (vi) and with respect to any Specified Foreign Loan Party organized under the Laws of of(vi) Netherlands, an Event of Default in respect of the Corresponding Debt 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) . The Administrative Agent acts in its own name and not as a trustee, and its claims in 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. (d) . 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; 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 Received Amount in 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. (e) . Without limiting or affecting the Administrative Agent’s rights against the Specified 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: (i) : nothing in this Section 10.23 shall impose any obligation on the Administrative Administrative(i) Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) and for the purpose of any vote taken under any Loan Document, the Administrative Administrative(ii) Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.. -180-

Parallel Debt. (a) 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 Administrative Security Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by such Loan Party, as the case may be, to any Secured Party under any Loan Document (as well as under (x) any Hedging Agreement entered into with any counterparty that Specified Foreign Loan is a Secured Party to and (y) any Treasury Services Agreement existing on or entered into after the Closing Date, in each of the case with any counterparty that is a Secured Parties under each of the Loan Documents Party) as and when those amounts are due for payment under the relevant Loan Documentdue. (b) Each Specified Foreign Loan Party and the Administrative Security Agent acknowledges acknowledge that the obligations of each Specified Foreign Loan Party under paragraph (aSection 10.19(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign such Loan Party to any Secured Party under any Loan Document Document, any Hedging Agreement or any Treasury Services Agreement (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (aSection 10.19(a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 shall be decreased to the extent that such Loan Party’s its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign Loan Party organized under the Laws amount of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without of any notice being requiredLoan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Administrative 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 security Lien granted under the Collateral Loan Documents to the Administrative Security Agent to secure the Parallel Debt is granted to the Administrative Security Agent in its capacity as independent and separate creditor of the Parallel DebtDebt and shall not be held on trust. (d) All monies moneys received or recovered by the Administrative Security Agent pursuant to this Section 10.2310.19, and all amounts received or recovered by the Administrative Security Agent from or by the enforcement of any security Lien 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 Received Amount in 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 AmountSection 8.03. (e) Without limiting or affecting the Administrative Security Agent’s rights against the Specified Foreign Loan Parties Party (whether under this Section 10.23 10.19 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 10.19 shall impose any obligation on the Administrative Security Agent to advance any sum to any Loan Party or otherwise under any Loan Document, any Hedging Agreement or any Treasury Services Agreement, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of Belgium, Germany or the the(a) Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the Secured Parties under each of the Loan Documents as and when those amounts are due for payment under the relevant Loan Document. (b) . -181- Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the the(b) obligations of 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 that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) : the Parallel Debt of each of the Specified Foreign Loan Parties will be payable in in(i) the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the extent one or more of its Corresponding Debt become due and payable; (ii) ; each Parallel Debt constitutes an undertaking, obligation and liability to the the(ii) Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) ; each Parallel Debt represents the Administrative Agent’s own separate and and(iii) independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) ; the Administrative Agent shall not demand payment with regard to the Parallel 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 case of guarantee obligations) discharged; (v) ; a Secured Party shall not demand payment with regard to the Corresponding 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 (vi) and with respect to any Specified Foreign Loan Party organized under the Laws of of(vi) Netherlands, an Event of Default in respect of the Corresponding Debt 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) . The Administrative Agent acts in its own name and not as a trustee, and its claims in 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. (d) . 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; 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.. -182-

Parallel Debt. (a) Each Foreign Loan Party organized Notwithstanding any other provision of this Agreement, and solely for the purpose of security granted under the Laws of BelgiumSwiss Security Documents, Germany or Borrower and the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) Credit Parties each hereby irrevocably and unconditionally undertakes (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis)) to pay to the Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) Lenders amounts equal to any amounts owing from time to time by that Specified Foreign Loan such Credit Party to each of the Secured Parties any Lender under each of the Loan any Financing Documents as and when when, and in the currency of, those amounts are due for payment under the relevant Loan Documentapplicable Financing Documents. (b) Each Specified Foreign Loan Party Borrower and the Administrative Agent acknowledges other Credit Parties each acknowledge that the obligations of each Specified Foreign Loan Credit Party under paragraph (aSection 14.13(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan such Credit Party to any Secured Party Lender under any Loan Document Financing Documents, as applicable (its “Corresponding Debt”) ), nor shall the amounts for which each Specified Foreign Loan Credit Party is liable under paragraph (aSection 14.13(a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided provided, that: , (i) the Parallel Debt of each of the Specified Foreign Loan Parties will Credit Party shall be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 decreased to the extent that such Loan Party’s its Corresponding Debt has been irrevocably paid or discharged; and (in the case of guarantee obligationsii) discharged; (v) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan Credit Party shall be decreased to the extent that such Specified Foreign Loan Party’s its 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 Laws of Netherlands, an Event of Default in respect of but further provided that the Corresponding Debt shall constitute not be decreased, if it is effected by virtue of any set-off, counterclaim or similar defence invoked by a default (verzuim) within Credit Party vis-à-vis the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being requiredAgent. (c) 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 in trust. The security Liens granted under the Collateral Financing Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel DebtDebt and shall not be held in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.2314.13, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Credit Parties (whether under this Section 10.23 14.13 or under any other provision of the Loan Financing Documents), as applicable) each Foreign Loan Credit Party acknowledges that: that (i) nothing in this Section 10.23 14.13 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Credit Party or otherwise under any Loan DocumentFinancing Documents, except in its capacity as a Lender; and and (ii) for the purpose of any vote taken under any Loan DocumentFinancing Documents, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or Notwithstanding any other applicable jurisdiction (eachprovision of any Loan Document, a “Specified Foreign each Loan Party”) , by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent Agent, as creditor in its own right and not as a representative of the other Secured Parties (by way of an abstract acknowledgment of debt (abstraktes SchuldanerkenntnisParties, where applicable)) amounts sums equal to any amounts owing from time to time the aggregate amount payable by that Specified Foreign such Loan Party to each in respect of the Secured Parties under each of the Loan Documents its Corresponding Obligations as and when those amounts are to the extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve its entitlement to be paid that amount. The payment undertaking of each Loan Party under the relevant Loan Documentthis Section 10.23(a) is to be referred to as its "Parallel Debt”. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) the The Parallel Debt of each of the Specified Foreign Loan Parties will be payable in the currency or currencies of its the Corresponding Debt Obligations and will become due and payable as and when and to the extent one or more of its the Corresponding Debt Obligations become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an . An Event of Default in respect of the Corresponding Debt 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 Administrative Agent acknowledge that the obligations of each Loan Party under paragraph (a) 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 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 of each Loan Party to the 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 a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not 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 held on trust. The security granted under the Collateral Documents 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 secure the Parallel Debt is granted 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 amount 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 its capacity as creditor full of the Parallel Debtcorresponding amount under this Section 10.23. (df) All monies received or recovered by The rights of the Secured Parties (other than the Administrative Agent pursuant Agent) to this Section 10.23receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, 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”)without prejudice to, 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 rights of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a receive 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 Amountunder this Section 10.23. (eg) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: : (ix) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and lender thereunder and (iiy) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lenderlender.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of BelgiumGerman Collateral Party, Germany or the Netherlandseach Dutch Collateral Party, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) Borrower Representative and CGP hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent as creditor in its own right Agent, and not as a representative for purposes of the Secured Parties (German Security Documents, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts an amount equal to any amounts owing the aggregate amount due in respect of the Corresponding Obligations as they may exist from time to time by that Specified Foreign Loan Party to time. The payment undertaking of each of the Secured Parties under German Collateral Parties, each of the Loan Documents Dutch Collateral Parties, the Borrower Representative and CGP under this Section 5.13 is to be referred to as and when those amounts are due for payment under the relevant Loan Documenta “Parallel Debt”. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “The Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) the Parallel Debt Debts of each of the Specified Foreign Loan Parties German Collateral Parties, the Dutch Collateral Parties, the Borrower Representative and CGP will be payable in the currency or currencies of its the Corresponding Debt Obligations and will become due and payable as and when and to the extent one or more of its the Corresponding Debt Obligations become due and payable;. (iic) The occurrence and continuance of an Event of Default in respect of the Corresponding Obligations of a German Loan Party shall constitute a default (Verzug) within the meaning of section 286 of the German Civil Code (Bürgerliches Gesetzbuch) with respect to the Parallel Debts. (d) The Parallel Debts of each of the German Collateral Parties, the Dutch Collateral Party, the Borrower Representative and/or CGP will be due and payable when such amounts are due for payment under the relevant Loan Document and in the currency in which such amounts are owed to be paid. (e) Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt Obligations of the relevant Specified Foreign Loan German Collateral Party;, Dutch Collateral Party, Borrower Representative or CGP; and (iiiii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan German Collateral Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of , Dutch Collateral Party, Borrower Representative or CGP, it being understood, in each Specified Foreign Loan Party to the extent case, that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The 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. (d) All monies received or recovered by the Administrative Agent pursuant to this Section 10.235.13(e), and all the amount which may become payable by each of the German Collateral Parties, each of the Dutch Collateral Parties, the Borrower Representative or CGP as a Parallel Debt shall never exceed the total of the amounts received which are payable under or recovered by in connection with 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 Corresponding Obligations. (f) 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 Obligations shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender Secured Party individually, by amounts totaling totalling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Debt Obligations owed by the relevant Specified Foreign Loan Party German Collateral Party, Dutch Collateral Party, Borrower Representative or CGP on the date of receipt by the Administrative Agent of the Received Amount. (eg) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for For the purpose of any vote taken under any Loan Documentthis Section 5.13, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has acts in its capacity own name and on behalf of itself and not as a Lenderagent or representative of any other Secured Party.

Parallel Debt. (a1) Each Foreign Loan Credit 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 (and to the extent necessary undertakes in advance) to pay to the Administrative Common Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan such Credit Party to each of the any Secured Parties under each of the Loan Documents Party and any other Credit Document pursuant to any Obligations as and when those amounts are due for under any Credit Document (such payment undertakings under this Section 3.11 and the relevant Loan Document.obligations and liabilities resulting therefrom being the “Parallel Debt”); (b2) the Common Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by each Credit Party. Each Specified Foreign Loan Credit Party and the Administrative Common Collateral Agent acknowledges acknowledge that the payment obligations of each Specified Foreign Loan Credit Party under paragraph (a) above a Credit Document are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan each Credit Party to any Secured Party under this Agreement or any Loan other Credit Document (its the “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Credit Party is are liable under paragraph (a) above (its “Parallel Debt”) this Section 3.11 be limited or affected in any way by its Corresponding Debt; Debt provided that: : (iA) the Parallel Debt of shall be decreased to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (B) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (C) the amount of the Specified Foreign Loan Parties 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 its the Corresponding Debt; and (E) for the avoidance of doubt, the Parallel Debt and will become due and payable as and at the same time when and to the extent one or more of its Corresponding Debt become becomes due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv3) 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 not demand payment with regard to the 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) security granted under any German Security Agreement and any Swiss Security Document with respect to any Specified Foreign Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Common Collateral Agent in its capacity as sole creditor of the Parallel Debt.; (d4) All without limiting or affecting the Common Collateral Agent’s rights against any Credit Party (whether under this Agreement or any other Credit Document), each Credit Party acknowledges that: (A) this Agreement shall not impose any obligation on 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 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 under any Credit Documents, be it by virtue of assignment, assumption or otherwise; and (7) all monies received or recovered by the Administrative Common Collateral Agent pursuant to this Section 10.23, Agreement and all amounts received or recovered by the Administrative Common Collateral Agent from or by the enforcement of any security granted to secure the Parallel Debt, 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each For the purpose of establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) 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 (and to the Administrative Agent as creditor extent necessary undertakes in its own right and not as a representative of the Secured Parties advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the any Foreign Obligations Secured Parties Party under each of the Loan Documents 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 filing of a petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, 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 for payment (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 relevant Loan DocumentDocuments, 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 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 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 Specified Foreign Loan Party and the Administrative Agent party to this Agreement acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party relevant Corresponding Debt under any Loan Document (its “Corresponding Debt”) Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt; Debt provided that:: 195 (i) the a Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Loan Party’s its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign the amount of a Parallel Debt of a Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect at all times be equal to the Parallel Debt without any notice being requiredamount of its relevant Corresponding Debt. (c) The Administrative For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any other Secured Party and its claims in respect of the a Parallel Debt shall not be held on trust. The security Any Lien granted under to the Collateral Documents to the Administrative Agent to secure the a Parallel Debt is granted to the Administrative Collateral Agent in its capacity as sole creditor of the a Parallel DebtDebt and shall not be held on trust. (d) All monies received or recovered by the Administrative Collateral Agent pursuant to this Section 10.239.14, and all amounts received or recovered by the Administrative Collateral Agent from or by the enforcement of any security Liens granted to secure the a Parallel Debt, shall be applied in accordance with the terms of 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign any Loan Parties Party (whether under this Section 10.23 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each Foreign 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 act 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 10.23 9.14 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any a Loan Party or otherwise under any a Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any a Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a claim of the Collateral Agent against a Loan Party in respect of a 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 does constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) 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 Treasury Transaction, and 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) Each For the purpose of establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) 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 (and to the Administrative Agent as creditor extent necessary undertakes in its own right and not as a representative of the Secured Parties advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the any Foreign Obligations Secured Parties Party under each of the Loan Documents 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 filing of a petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, 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 for payment (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 relevant Loan DocumentDocuments, 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 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 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 Specified Foreign Loan Party and the Administrative Agent party to this Agreement acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party relevant Corresponding Debt under any Loan Document (its “Corresponding Debt”) Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt; Debt provided that: (i) the a Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Loan Party’s its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign the amount of a Parallel Debt of a Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect at all times be equal to the Parallel Debt without any notice being requiredamount of its relevant Corresponding Debt. (c) The Administrative For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any other Secured Party and its claims in respect of the a Parallel Debt shall not be held on trust. The security Any Lien granted under to the Collateral Documents to the Administrative Agent to secure the a Parallel Debt is granted to the Administrative Collateral Agent in its capacity as sole creditor of the a Parallel DebtDebt and shall not be held on trust. (d) All monies received or recovered by the Administrative Collateral Agent pursuant to this Section 10.239.14, and all amounts received or recovered by the Administrative Collateral Agent from or by the enforcement of any security Liens granted to secure the a Parallel Debt, shall be applied in accordance with the terms of 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign any Loan Parties Party (whether under this Section 10.23 9.14 or under any other provision of the Loan Documents), the Collateral Agent agrees with each Foreign 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 act 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 10.23 9.14 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any a Loan Party or otherwise under any a Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any a Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (g) For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time the relevant Corresponding Debt becomes due and payable. (h) For the purpose of any Security Document governed by Dutch law, each party to this Agreement confirms that, in accordance with this Section 9.14 a claim of the Collateral Agent against a Loan Party in respect of a 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 does constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code. (i) 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 Treasury Transaction, and 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. (j) Notwithstanding anything to the contrary herein, nothing in this Section 9.14 shall impose any obligation on any Foreign Loan Party to make any payment, or provide any security for, any Obligation of a U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

Parallel Debt. (a) 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 Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the Secured Parties under each of the Loan Documents as and when those amounts are due for payment under the relevant Loan Document. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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; Debt provided that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party;; BOI-39221v8 (iii) each Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The 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. (d) 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s 's rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; andand BOI-39221v8 (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or Notwithstanding any other applicable jurisdiction (eachprovision of any Loan Document, a “Specified Foreign each Loan Party”) , by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent Agent, as creditor in its own right and not as a representative of the other Secured Parties (by way of an abstract acknowledgment of debt (abstraktes SchuldanerkenntnisParties, where applicable)) amounts sums equal to any amounts owing from time to time the aggregate amount payable by that Specified Foreign such Loan Party to each in respect of the Secured Parties under each of the Loan Documents its Corresponding Obligations as and when those amounts are to the extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve its entitlement to be paid that amount. The payment undertaking of each Loan Party under the relevant Loan Documentthis Section 10.23(a) is to be referred to as its “Parallel Debt”. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) the The Parallel Debt of each of the Specified Foreign Loan Parties will be payable in the currency or currencies of its the Corresponding Debt Obligations and will become due and payable as and when and to the extent one or more of its the Corresponding Debt Obligations become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an . An Event of Default in respect of the Corresponding Debt 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 Administrative Agent acknowledge that the obligations of each Loan Party under paragraph (a) 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 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 of each Loan Party to the 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 a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not 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 held on trust. The security granted under the Collateral Documents 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 secure the Parallel Debt is granted 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 amount 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 its capacity as creditor full of the Parallel Debtcorresponding amount under this Section 10.23. (df) All monies received or recovered by The rights of the Secured Parties (other than the Administrative Agent pursuant Agent) to this Section 10.23receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, 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”)without prejudice to, 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 rights of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a receive 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 Amountunder this Section 10.23. (eg) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: : (ix) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and lender thereunder and (iiy) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lenderlender.

Parallel Debt. (a) 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”) , by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent Collateral Agent, as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes SchuldanerkenntnisLenders and the Issuing Bank, where applicable)) amounts sums equal to any amounts owing from time to time and in the currency of each amount payable by that Specified Foreign such Loan Party to each of the Secured Parties Lenders and the Issuing Bank under each of the Loan Documents Obligations as and when those amounts are that amount falls due for payment under the relevant Loan DocumentObligations. 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) Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the 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 way limit or affect, the corresponding obligations of that Specified Foreign such Loan Party to any Secured Party the Lenders or the Issuing Bank under any Loan Document the Obligations (its “Corresponding Debt”) 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: that (i) the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Collateral Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign any Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; , (vii) a Secured Party neither the Collateral Agent nor the Lenders nor Issuing Bank shall not demand payment with regard to the Corresponding Debt of each Specified Foreign any 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 discharged and (viiii) with respect to any Specified Foreign Loan Party organized under the Laws amount of Netherlands, an Event of Default in respect of the Corresponding Debt 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 requiredof a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) The Administrative Collateral Agent acts in its own name and not as a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not be held on trustamounts payable by each CreditLoan Party under this Section 9.17. The Any security granted under the Collateral Security Documents to the Administrative Collateral Agent to secure the Parallel Debt is granted to the Administrative Collateral Agent in its capacity as creditor of the Parallel DebtDebt 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) All monies received or recovered Any amount due and payable by any Loan Party to the Administrative Collateral 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 respect of a Parallel Debt (a “Received Amount”), under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt of the relevant Specified Foreign and any amount due and payable by a Loan Party towards to the Administrative Agent Lenders 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 Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of Issuing Bank under the Corresponding Debt owed by shall be decreased to the relevant Specified Foreign extent that such Loan Party on has paid the date of receipt by corresponding amount to the Administrative Collateral Agent of under its Parallel Debt. Loan Parties shall have all objections and defenses against the Received AmountParallel Debt which they have against the Corresponding Debt. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign Loan Parties Guarantors (whether under this Section 10.23 9.17 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: that (i) nothing in this Section 10.23 9.17 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any Loan Party Guarantor or otherwise under any Loan Document, except in its capacity as a Lender; and and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has 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 rights of the Collateral Agent to receive payment under the Parallel Debt. (g) All monies received or recovered by the Collateral Agent pursuant to this Section 9.17, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security interest securing the Parallel Debt, shall be applied in its capacity accordance with Section 8.03; provided that, for such purpose, the Parallel Debt of each Loan Party shall be deemed to be owing to the Administrative Agent, the Collateral Agent, 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 a Lenderapplicable).

Parallel Debt. (a) 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 covenants in favor of the Collateral Agent to pay to the Administrative Collateral Agent as creditor in its own right and not as a representative of amounts (the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)“Parallel Debt”) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of any Secured Party under any Loan Document (the Secured Parties under each “Original Debt”) as and when the Original Debt falls due for payment. (a) Each Loan Party and the Collateral Agent acknowledge that: (i) the Parallel Debt of the Loan Documents as and when those amounts are due for payment under Parties shall be decreased to the relevant extent that the Original Debt of the Loan DocumentParties 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 at all times be equal to the amount of its Original Debt. (b) Each Specified Foreign Loan Party and the Administrative Agent acknowledges that the The obligations of each Specified Foreign Loan Party under paragraph (a) above are several and are several, separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Original Debt”) , nor shall the amounts for which each Specified Foreign relevant Loan Party is liable under paragraph (a) above (its “Parallel Debt”) Debt be limited or affected in any way by its Corresponding Original Debt; provided that: (i) , and the Collateral Agent may enforce any payment obligation under the Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name as an independent and not as a trustee, separate right (and its claims in 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). (dc) All monies received No (contractual or recovered legal) set-off shall be permitted between any liabilities owed by the Administrative Collateral Agent pursuant to this Section 10.23, the Loan Parties 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 Received Amount in 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 Parties to the date of receipt by the Administrative Agent of the Received AmountCollateral Agent. (ed) Without limiting or affecting the Administrative Collateral Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 10.24 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 10.24 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any the Loan Party Parties or otherwise under any Loan Document, except in its capacity as a LenderLender (if applicable); and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a LenderLender (if applicable). (iii) Notwithstanding any of the foregoing, any and all payments made by the Loan Parties under any of the Loan Documents shall be deemed to be made for, and be accounted against, the Original Debt, unless otherwise notified by the Administrative Agent, and the Collateral Agent shall have no right to claim payments under the Parallel Debt unless the Administrative Agent has instructed the Collateral Agent to do so following an Event of Default.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or Notwithstanding any other applicable jurisdiction provision of this Agreement, each of the Company and each other Guarantor (each, a “Specified Foreign Loan 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 Administrative Agent as creditor (in its own right personal capacity and not in its capacity as a representative of the Secured Parties (by way of agent) an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts amount equal to any amounts owing from time to time the aggregate amount payable by that Specified Foreign Loan such Principal Party in respect of each and every payment obligation owed to each of the and every Secured Parties Party under each of the Loan Documents and, to the extent included in the 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 “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 those amounts are any Principal Obligation of such Principal Party becomes due for payment under the relevant Loan Documentand payable. (b) Each Specified Foreign Loan Party and the The Administrative Agent acknowledges that the obligations of and each Specified Foreign Loan Principal Party under paragraph (a) above are several agree and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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 acknowledge that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 extent one or more of its Corresponding Debt become due and payable; (ii) each Parallel Debt Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Administrative Agent which (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt any Principal Obligation and represents the Administrative Agent’s own separate and independent claim as a creditor in its own right to receive payment of the such Parallel Debt from such Principal Party (and for the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to avoidance of doubt, for purposes of Netherlands law, the Parallel Debt of each Specified Foreign Loan Principal Party to constitutes independent claims (zelfstandige vorderingen) of the extent that such Loan Administrative Agent vis-à-vis each Principal Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall not demand payment with regard to the 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 (viii) with respect to any Specified Foreign Loan Party organized the security interest created under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the Collateral Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel DebtDebt 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) All monies Any amount 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 in respect of any security granted to secure the Parallel Debt, Debt (including as a result of any enforcement proceedings) shall be applied in accordance with the terms of 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 Agreement 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 Received Amount in 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 Amountother Security Documents. (e) Without limiting or affecting 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’s ) 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 rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise receive payment under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken this Section 4.16 and each Principal Party’s obligations under any Loan Document, this Section 4.16 toward the Administrative Agent shall not be regarded as having constitutes a single and separate obligation from any participation other debt or commitment other than those which it has in its capacity as a Lenderobligation of each Principal Party under the Principal Obligations.

Parallel Debt. (a) Each For the purpose of establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) 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 (and to the Administrative Agent as creditor extent necessary undertakes in its own right and not as a representative of the Secured Parties advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the any Foreign Obligations Secured Parties Party under each of the Loan Documents 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 filing of a petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, 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 for payment (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 relevant Loan DocumentDocuments, 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 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 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 Specified Foreign Loan Party and the Administrative Agent party to this Agreement acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party relevant Corresponding Debt under any Loan Document (its “Corresponding Debt”) Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt; Debt provided that: (i) the a Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Loan Party’s its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign the amount of a Parallel Debt of a Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect at all times be equal to the Parallel Debt without any notice being requiredamount of its relevant Corresponding Debt. (c) The Administrative For the purpose of this Section 9.14, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any other Secured Party and its claims in respect of the a 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 Any Lien granted to the Administrative Agent in its capacity as creditor of the Parallel Debt. (d) 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 Received Amount in 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. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.| ||

Parallel Debt. (a) Each Foreign Loan For the purpose of any Security Document expressed to be governed by Dutch law, each Dutch Credit 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 Administrative Foreign Collateral Agent as creditor an amount equal to the aggregate amount due by the Dutch Credit Parties in its own right and not as a representative respect of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing Corresponding Obligations as they may exist from time to time by that Specified Foreign Loan Party to time. The payment undertaking of each of the Secured Parties Dutch Guarantors under each of the Loan Documents this Section 11.29 is to be referred to as and when those amounts are due for payment under the relevant Loan Documentits “Parallel Debt”. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) the The Parallel Debt of each of the Specified Foreign Loan Dutch Credit Parties will be payable in the currency or currencies of its Corresponding Debt Obligations and will become due and payable as and when and to the extent one or more of its Corresponding Debt Obligations become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an . An Event of Default in respect of the Corresponding Debt Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) The Administrative Each of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Foreign Collateral Agent acts in its own name which is separate and not as a trusteeindependent from, and its claims in respect without prejudice to, the Corresponding Obligations of the relevant Dutch Credit Party; and (ii) each Parallel Debt represents the Foreign Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt shall not be held on trust. The security granted under from the Collateral Documents relevant Dutch Credit Party, it being understood, in each case, that pursuant to this Section 11.29(c) the Administrative Agent to secure amount which may become payable by each of the Dutch Credit Parties as its Parallel Debt is granted to shall never exceed the Administrative Agent in its capacity as creditor total of the Parallel Debtamounts which are payable under or in connection with its Corresponding Obligations. (d) All monies received or recovered by The Foreign Collateral Agent hereby confirms and accepts that to the Administrative extent the Foreign Collateral Agent pursuant to this Section 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement irrevocably receives any amount in payment of any security granted to secure the a Parallel Debt, the Foreign Collateral Agent shall be applied distribute that amount among the Foreign Collateral Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with this Section 8.3 of the Agreement; provided . The Foreign Collateral Agent and each Lender, hereby agrees and confirms that upon irrevocable receipt by the Administrative Foreign Collateral Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Debt Obligations of the relevant Specified Foreign Loan Dutch Credit Party towards the Administrative Foreign Collateral 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 Received Amount in the manner as if the Deductible Amount were received by the Administrative Foreign Collateral Agent and the Lenders as a payment of the Corresponding Debt Obligations owed by the relevant Specified Foreign Loan Party Guarantor on the date of receipt by the Administrative Foreign Collateral Agent of the Received Amount. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for For the purpose of any vote taken under any Loan Document, this Section 11.29 but subject to paragraph (d) above the Administrative Foreign Collateral Agent shall not be regarded as having any participation or commitment other than those which it has acts in its capacity own name and on behalf of itself and not as a agent, representative or trustee of any other Lender.

Parallel Debt. (a) Each Foreign Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or Notwithstanding any other applicable jurisdiction (eachprovision of any Loan Document, a “Specified Foreign each Loan Party”) , by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent Agent, as creditor in its own right and not as a representative of the other Secured Parties (by way of an abstract acknowledgment of debt (abstraktes SchuldanerkenntnisParties, where applicable)) amounts sums equal to any amounts owing from time to time the aggregate amount payable by that Specified Foreign such Loan Party to each in respect of the Secured Parties under each of the Loan Documents its Corresponding Obligations as and when those amounts are to the extent its Corresponding Obligations fall due for payment or would have fallen due but for any discharge from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve its entitlement to be paid that amount. The payment undertaking of each Loan Party under the relevant Loan Documentthis Section 10.23(a) is to be referred to as its “Parallel Debt.” (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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) the The Parallel Debt of each of the Specified Foreign Loan Parties will be payable in the currency or currencies of its the Corresponding Debt Obligations and will become due and payable as and when and to the extent one or more of its the Corresponding Debt Obligations become due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an . An Event of Default in respect of the Corresponding Debt 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 Administrative Agent acknowledge that the obligations of each Loan Party under paragraph (a) 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 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 of each Loan Party to the 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 a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not 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 held on trust. The security granted under the Collateral Documents 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 secure the Parallel Debt is granted 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 amount 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 its capacity as creditor full of the Parallel Debtcorresponding amount under this Section 10.23. (df) All monies received or recovered by The rights of the Secured Parties (other than the Administrative Agent pursuant Agent) to this Section 10.23receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, 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”)without prejudice to, 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 rights of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a receive 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 Amountunder this Section 10.23. (eg) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: : (ix) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and lender thereunder and (iiy) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lenderlender.

Parallel Debt. (a) Each Foreign Loan Party organized under of the Laws of Belgium, Germany or the Netherlands, or any Borrower and each other applicable jurisdiction Guarantor (each, a “Specified Foreign Loan 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 Administrative Agent as creditor an amount equal the aggregate amount payable by such Principal Party in its own right respect of each and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party every payment obligation owed to each of the and every Secured Parties Party under each of the Loan Documents or, to the extent included in the 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 “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 those amounts are any Principal Obligation of such Principal Party becomes due for payment under the relevant Loan Documentand payable. (b) Each Specified Foreign Loan Party and the The Administrative Agent acknowledges that the obligations of and each Specified Foreign Loan Principal Party under paragraph (a) above are several agree and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) 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 acknowledge that: (i) the Parallel Debt of each of the Specified Foreign Loan 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 extent one or more of its Corresponding Debt become due and payable; (ii) each Parallel Debt Principal Party constitutes an undertaking, obligation and liability of such Principal Party to the Administrative Agent which (in its personal capacity and not in its capacity as agent) that is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt any Principal Obligation and represents the Administrative Agent’s own separate and independent claim to receive payment of the such Parallel Debt from the relevant Specified Foreign Loan such Principal 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 not demand payment with regard to the 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 (viii) with respect to any Specified Foreign Loan Party organized the security interest created under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the Collateral Loan Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (dc) 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 The Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Debt owed by the relevant Specified Foreign Loan Principal Party on the date of receipt by the Administrative Agent of the Received Amount. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges agree that: (i) nothing 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 this Section 10.23 the case of guarantee obligations, discharged; (ii) the Principal Obligations of each Principal Party shall impose any obligation on be decreased if and to the Administrative Agent to advance any sum to any Loan extent that the Parallel Debt of such Principal Party or otherwise under any Loan Documenthas been paid or, except in its capacity as a Lenderthe case of guarantee obligations, discharged; and (iiiii) for the purpose amount payable under the Parallel Debt of any vote taken each Principal Party shall at no time exceed the amount payable under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a LenderPrincipal Obligations of such Principal Party.

Parallel Debt. (a) Each Foreign Loan Credit 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 (and to the extent necessary undertakes in advance) to pay to the Administrative European Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan such Credit Party to each of the any Secured Parties Party under each of the Loan Documents this Agreement and any other Credit Document pursuant to any Obligations as and when those amounts are due for under any Credit Document (such payment undertakings under this Section 11.11 and the relevant Loan Documentobligations and liabilities resulting therefrom being the Parallel Debt). (b) The European Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by the Credit Party. Each Specified Foreign Loan Credit Party and the Administrative European Collateral Agent acknowledges acknowledge that the obligations of each Specified Foreign Loan Credit Party under paragraph clause (a) above are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan each Credit Party to any Secured Party under this Agreement or any Loan other Credit Document (its “the Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Credit Party is are liable under paragraph (a) above (its “Parallel Debt”) this Section 11.11 be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) the Parallel Debt of 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 Specified Foreign Loan Parties 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 its the Corresponding Debt; and (v) for the avoidance of doubt, the Parallel Debt and will become due and payable as and at the same time when and to the extent one or more of its that the Corresponding Debt become becomes due and payable; (ii) each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The security granted under the Collateral Documents any German Security Agreement with respect to the Administrative Agent to secure the Parallel Debt is granted to the Administrative European Collateral Agent in its capacity as sole creditor of the Parallel Debt. (d) 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 Received Amount in 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. (e) Without limiting or affecting the Administrative European Collateral Agent’s rights against the Specified Foreign Loan Parties any Credit Party (whether under this Section 10.23 Agreement or under any other provision of the Loan DocumentsCredit Document), each Foreign Loan of the Credit Party acknowledges that: (i) nothing in this Section 10.23 Agreement shall impose any obligation on the Administrative European Collateral Agent to advance any sum to any Loan Credit Party or otherwise under any Loan Credit Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Credit Document, the Administrative European Collateral Agent shall not be regarded as having any participation credit exposure or commitment other than that those which it has in its capacity as a Lender. (e) The Parties to this Agreement acknowledge and confirm that the provisions contained in this 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 pursuant to this Agreement in respect of the Parallel Debt 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 secure the Parallel Debt shall be applied pursuant to the provisions of such European Security Agreement.

Parallel Debt. (a) Each Foreign German 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 (and to the extent necessary undertakes in advance) to pay to the European Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts amount equal to any amounts owing from time to time the aggregate amount due by that Specified Foreign such German Loan Party to any Agent, any Issuing Bank, or any Lender under this Agreement and any other Loan Document to which it is a party (each of payment undertaking under this Section 9.22 and the Secured Parties under each of the Loan Documents as obligations and when those amounts are due for payment under the relevant Loan Documentliabilities resulting therefrom being a “Parallel Debt”). (b) Each Specified Foreign German Loan Party and the European Administrative Agent acknowledges agree and acknowledge that the obligations of each Specified Foreign German Loan Party under paragraph (a) above this Section 9.22 are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign each German Loan Party to any Secured Party Agent, Issuing Bank, or Lender under this Agreement or any other Loan Document to which it is a party (its the “Corresponding Debt”) nor shall the amounts for which each Specified Foreign German Loan Party is liable under paragraph (a) above (its “Parallel Debt”) this Section 9.22 be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) the Parallel Debt of each of the Specified Foreign Loan Parties will shall be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 decreased to the extent that such Loan Party’s the Corresponding Debt has been irrevocably paid or discharged (other than, in the case of guarantee each case, contingent obligations) discharged); (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s the Parallel Debt has been irrevocably paid or discharged; (in iii) the case amount of guarantee obligations) dischargedeach Parallel Debt shall at all times be equal to the amount of the relevant Corresponding Debt; and (viiv) with respect to any Specified Foreign Loan Party organized under for the Laws avoidance of Netherlandsdoubt, an Event of Default in respect of each Parallel Debt will become due and payable at the same time when the relevant Corresponding Debt 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 requiredbecomes due and payable. (c) The Administrative Agent acts in its Each Parallel Debt represents the own name and not as a trusteedebt of each German Loan Party, and its claims in respect of the no Parallel Debt shall not be held on trust. 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 granted, in each case, under the Collateral Documents German Security Agreement with respect to the Administrative Agent to secure the relevant Parallel Debt is granted to the European Administrative Agent in its capacity as sole creditor of the each Parallel Debt. (d) 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 Received Amount in 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. (e) Without limiting or affecting the European Administrative Agent’s rights against the Specified Foreign any German Loan Parties Party (whether under this Section 10.23 Agreement or under any other provision of the Loan DocumentsDocument), each Foreign German Loan Party acknowledges that: (i) nothing in this Section 10.23 Agreement or any Loan Document shall impose any obligation on the European Administrative Agent to advance any sum to any German Loan Party or otherwise under any Loan Document, except in its capacity as a LenderParty; 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 maximum total amount of the Obligations. (g) Without limiting the generality of any provision of this Agreement, this Section 9.22 shall be binding on the successors and assigns of each German Loan Party. (h) All monies received or recovered by the European Administrative Agent pursuant to this Agreement and all amounts received or recovered by the European Administrative Agent from or by the enforcement of any security granted to secure any Parallel Debt shall be applied in accordance with the terms of this Agreement.

Parallel Debt. (a) Each For the purpose of establishing a valid Lien pursuant to any Security Document governed by Dutch or German law: (i) 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 (and to the Administrative Agent as creditor extent necessary undertakes in its own right and not as a representative of the Secured Parties advance (bij voorbaat)) (where applicable, by way of an abstract acknowledgment acknowledgement of debt (abstraktes Schuldanerkenntnis, where applicable)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Specified Foreign Loan Party to each of the any Foreign Obligations Secured Parties Party under each of the Loan Documents 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 filing of a petition in bankruptcy with respect to such Foreign Loan Party, would have accrued on any Obligation, 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 for payment (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 relevant Loan DocumentDocuments, 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 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 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 Specified Foreign Loan Party and the Administrative Agent party to this Agreement acknowledges that the obligations of each Specified Foreign Loan Party under paragraph (a) above a Parallel Debt are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party relevant Corresponding Debt under any Loan Document (its “Corresponding Debt”) Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt; Debt provided that: (i) the a Parallel Debt of each of the Specified Foreign Loan 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 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; (iv) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Loan Party’s its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (vii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Specified Foreign a Loan Party shall be decreased to the extent that such Specified Foreign Loan Party’s its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (viiii) with respect to any Specified Foreign Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt 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) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The 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. (d) 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 (of a “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders shall at all times 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 Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment amount of the its relevant Corresponding Debt owed by the relevant Specified Foreign Loan Party on the date of receipt by the Administrative Agent of the Received AmountDebt. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. a. Each of the Euro Borrowers and Euro Guarantors (a) Each Foreign Loan Party organized under the Laws of Belgiumtogether, Germany or the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan PartyEuro Obligors”) hereby irrevocably and unconditionally undertakes undertake to pay to the US Administrative Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts equal to any amounts owing from time to time by that Specified Foreign Loan Euro Obligor to any Secured Party to each of the Secured Parties under each any of the Loan Documents as and when those amounts are due for payment or become due; provided, however, no Euro Obligor shall have any obligation under this clause (a) to pay to the relevant US Administrative Agent any amounts owing by any US Guarantor or US Borrower to any Secured Party under any of the Loan DocumentDocuments. (b) b. Each Specified Foreign Loan Party Euro Obligor, the US Administrative Agent, the Euro Administrative Agent and the Canadian Administrative Agent acknowledges acknowledge that the obligations of each Specified Foreign Loan Party Euro Obligor under paragraph section (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations Obligations of that Specified Foreign Loan Party Euro Obligor to any of the Agents or any Secured Party under any of the Loan Document Documents (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party Euro Obligor is liable under paragraph section (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) 1. the Parallel Debt of each of the Specified Foreign Loan Parties will Euro Obligor shall be payable in the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the 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 which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; (iii) each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the 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 decreased to the extent that such Loan Party’s its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall not demand payment with regard to 2. the Corresponding Debt of each Specified Foreign Loan Party Euro Obligor shall be decreased to the extent that such Specified Foreign Loan Party’s its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; 3. the amount of the Parallel Debt of a Euro Obligor shall at all times be equal to the amount of its Corresponding Debt; 4. the Parallel Debt owed by a German Guarantor (as defined below) shall be subject to the same limitations set forth below in section II below as its Corresponding Debt; and (vi) with respect to any Specified Foreign Loan Party organized under the Laws of Netherlands, an Event of Default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to 5. the Parallel Debt without shall irrespective of clauses 1-4 above at any notice being requiredtime amount to at least 1 Euro. (c) The Administrative Agent 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 shall not be held on trust. The security granted under the Collateral Loan Documents to the US Administrative Agent to secure the Parallel Debt is granted to the US Administrative Agent in its capacity as creditor agent for the independent and separate creditors of the Parallel DebtDebt and shall not be held on trust. (d) 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 Received Amount in 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. (e) d. Without limiting or affecting the Administrative Agent’s Agents’ rights against the Specified Foreign Loan Parties Obligors (whether under this Section 10.23 subsection (a) or under any other provision of the Loan Documents), each Foreign Loan Party Euro Obligor acknowledges that: (i) 1. nothing in this Section 10.23 subsection (a) shall impose any obligation on the Administrative any Agent to advance any sum to any Loan Party Euro Obligor or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) 2. for the purpose of any vote taken under any Loan Document, the Administrative no Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (a) Each Foreign of the Loan Party organized under the Laws of Belgium, Germany or the Netherlands, or any other applicable jurisdiction (each, a “Specified Foreign Loan Party”) Parties hereby irrevocably and unconditionally undertakes to pay to the Administrative Collateral Agent as creditor in its own right and not as a representative of the Secured Parties (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis, where applicable)) amounts amount equal to any amounts owing the aggregate amount payable by such Loan Party in respect of its Corresponding Obligations as they may exist from time to time by that Specified Foreign Loan Party to (each of the Secured Parties under each of the Loan Documents as and when those amounts are due for payment under the relevant Loan Document. (b) Each Specified Foreign Loan Party and the 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 way limit or affect, the corresponding obligations of that Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Specified Foreign Loan Party is liable under paragraph (a) above (its a “Parallel DebtDebt Obligation”) be limited or affected in any way by its Corresponding Debt; provided that: (i) the ). Each Parallel Debt of each of the Specified Foreign Loan Parties Obligation will be payable in the currency or currencies of its the relevant Corresponding Obligations. (b) Each Parallel Debt and Obligation of a Loan Party will become due and payable (opeisbaar) as and when and to the extent one or more of its the Corresponding Debt Obligations of such Loan Party become due and payable;. (iic) Each of the parties hereto hereby acknowledges that: (i) each Parallel Debt Obligation constitutes an undertaking, obligation and liability of the relevant Loan Party to the Administrative Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party;Obligations; and (iiiii) each Parallel Debt Obligation represents the Administrative Collateral Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt Obligation from the relevant Loan Party, (iii) it being understood, in each case, that pursuant to this Section 9.19 the amount which may become payable by a Loan Party as its Parallel Debt Obligation shall never exceed the total of the amounts which are payable under the Corresponding Obligations of such Loan Party. (d) For the avoidance of doubt, the parties hereto confirm that in accordance with this Section 9.19, the claim of the Collateral Agent against a Loan Party in respect of a Parallel Debt Obligation and the claims of anyone or more of the Lenders against such Loan Party in respect of the Corresponding Obligations payable by such Loan Party to such Lenders do not constitute common property (gemeenschap) within the meaning of article 3:166 of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Civil Code (“NCC”) and that the provisions relating to common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent and such claims of any one or more of the Lenders do constitute common property and the provisions relating to common property do apply, the parties agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 NCC. (e) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt from the relevant Specified Foreign Obligation of a Loan Party; (iv) , the Administrative Collateral Agent shall not demand payment with regard to distribute that amount among the Parallel Debt of each Specified Foreign Loan Party to the extent Lenders that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (v) a Secured Party shall not demand payment with regard to the 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 Laws of Netherlands, an Event of Default in respect are creditors of the Corresponding Debt shall constitute a default (verzuim) within the meaning Obligations of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The 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. (d) 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 that Loan Party in accordance with Section 9.23 of this Agreement; provided that upon Agreement relating to the distribution of proceeds. Upon irrevocable receipt by the Administrative Collateral Agent of any amount in payment of a Parallel Debt so received by it (a “Received Amount”), the Corresponding Debt Obligations of that Loan Party to the relevant Specified Foreign Loan Party towards the Administrative Agent and the Lenders Lender(s) shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in 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 Obligations on the date of receipt by the Administrative Agent that Lender of the Received Amount. (e) Without limiting or affecting the Administrative Agent’s rights against the Specified Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: (i) nothing in this Section 10.23 shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.