Common use of Parallel Debt Clause in Contracts

Parallel Debt. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trust.

Parallel Debt. Each Notwithstanding any other provision of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements Parties hereby irrevocably and the Secured Hedge Agreements shall also be owing in full unconditionally undertake to pay to the Collateral Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent and that, accordingly, the Collateral Agent will shall have its own independent right to demand performance payment of the amounts payable by such each Loan Party of those obligations (the “Acknowledgement”)under this Section 12.28, 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 US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case irrespective of any discharge of any such Loan Party’s obligation owing to any pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Loan Party to the Collateral Administrative Agent will not, under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of such discharge, make the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a claim against such Loan Party to the other Secured Parties under those provisions shall be decreased to the Acknowledgement extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (bother than the Administrative Agent) it will not, at any time, make any claim against any Loan Party exceeding the amount then to receive payment of amounts payable by such each Loan Party under the Loan DocumentsDocuments are several and are separate and independent from, and without prejudice to, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect rights of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Administrative Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trustreceive payment under this Section 12.28.

Parallel Debt. Each Notwithstanding any other provision of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements Parties hereby irrevocably and the Secured Hedge Agreements shall also be owing in full unconditionally undertake to pay to the Collateral Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve its entitlement to be paid that amount (the “Parallel Debt”). The Administrative Agent and that, accordingly, the Collateral Agent will shall have its own independent right to demand performance payment of the amounts payable by such each Loan Party of those obligations (the “Acknowledgement”)under this Section 12.28, 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 US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case irrespective of any discharge of any such Loan Party’s obligation owing to any pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Loan Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Loan Party to the Collateral Administrative Agent will not, under this Section 12.28 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of such discharge, make the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a claim against such Loan Party to the other Secured Parties under those provisions shall be decreased to the Acknowledgement extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.28. The rights of the Secured Parties (bother than the Administrative Agent) it will not, at any time, make any claim against any Loan Party exceeding the amount then to receive payment of amounts payable by such each Loan Party under the Loan DocumentsDocuments are several and are separate and independent from, and without prejudice to, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect rights of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Administrative Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trust.receive payment under this Section 12.28. 152

Parallel Debt. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) in the amount of $250,000,000 under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 European 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 A Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trust.115 Colfax Credit Agreement

Parallel Debt. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) in the amount of $250,000,000 under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 European 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 A Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trust.Colfax Credit Agreement

Parallel Debt. Each (a) Without prejudice to the provisions of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, and for the Secured Cash Management Agreements purpose of ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or pursuant to certain instruments of pledge under Dutch law, including but not limited to the right of pledge over the membership of the Company in Coöperatief Federal-Mogul Dutch Investments B.A., the right of pledge over approximately 65% of the shares in Federal-Mogul Motorparts (Netherlands) B.V. and the Secured Hedge Agreements shall also be owing right of pledge over approximately 65% of the shares in full Federal-Mogul Powertrain (Netherlands) B.V., each Borrower hereby irrevocably and unconditionally undertakes and covenants to pay, and acknowledges that it owes, to the Collateral Trustee amounts equal to and in the currency of the total amount of (i) any amounts owing by the respective Borrower to the Administrative Agent and that, accordingly, or the Lenders in respect of its Credit Facility Secured Obligations (as defined in the Collateral Agent will have Agreement), (ii) any amounts owing by the respective Borrower to any noteholder in respect of its own independent right Existing Indenture Secured Obligations (as defined in the Collateral Agreement) or the other Secured Parties (as defined under the Collateral Trust Agreement) or (iii) in connection with any other indebtedness as the parties may agree from time to demand performance by time should form part of the Parallel Debt, in each case, whether present or future and whether actual or contingent (such Loan Party obligations under sub-clauses (i), (ii) and (iii) above for the purposes of those obligations (the this Section 10.26 in relation to each Borrower to be referred as its “AcknowledgementCorresponding Obligations”), provided that which from time to time are due, irrespective of whether any such obligations have arisen as at the Third Amendment Effective Date or arise after the date hereof, in no event shall accordance with and under 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 same terms and conditions as each of the US Borrower or any Corresponding Obligations (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the “Parallel Debt” of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trustBorrower).

Parallel Debt. Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Corresponding Liabilities shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Liabilities without any notice being required. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), acknowledges that (save in respect i) the Parallel Debt of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (a) constitutes an undertaking, obligation and any liability of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 FacilityAdministrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, the Term B Facilityand without prejudice to, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement Principal Obligations and (b) it will not, at any time, make any represents the Administrative Agent’s own claim against any Loan Party exceeding the amount then payable by to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan DocumentsDocuments to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Administrative Agent acts in its own name and for itself and not as a trusteeagent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and its claims in respect of obligations under the Acknowledgment shall not be held on trustParallel Debt have been assigned and assumed to the successor agent. The Security granted Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Collateral Documents Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the Collateral Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to secure the Acknowledgment is granted provide security pursuant to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trusta Netherlands Security Document.

Parallel Debt. Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Principal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), acknowledges that (save in respect i) the Parallel Debt of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (a) constitutes an undertaking, obligation and any liability of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 FacilityAdministrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, the Term B Facilityand without prejudice to, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement Principal Obligations and (b) it will not, at any time, make any represents the Administrative Agent’s own claim against any Loan Party exceeding the amount then payable by to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan DocumentsDocuments to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Administrative Agent acts in its own name and for itself and not as a trusteeagent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and its claims in respect of obligations under the Acknowledgment shall not be held on trustParallel Debt have been assigned and assumed to the successor agent. The Security granted Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Collateral Documents Parallel Liabilities to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the Collateral Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to secure the Acknowledgment is granted provide security pursuant to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trusta Netherlands Security Document.

Parallel Debt. Each Notwithstanding any other provision of the parties hereto agreeFinance Documents, each Borrower hereby irrevocably and unconditionally undertakes to pay to the Loan Parties acknowledgeSecurity Trustee, as creditor in its own right and not as representative of the other Creditor Parties, sums equal to and in the currency of each amount payable by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing Borrower and any Security Party to any Creditor Party under any Collateral Finance Document governed by a law other than German law) each as and every obligation when that amount falls due for payment under the relevant Finance Document or would have fallen due but for any discharge resulting from failure of any Loan another Creditor Party to take appropriate steps, in insolvency proceedings affecting that Borrower, to preserve its entitlement to be paid that amount (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements “Parallel Debt”). The Security Trustee shall also be owing in full to 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 payment of the US amounts payable by each Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case under this Clause 29.6, irrespective of any discharge of any Borrower and/or any Security Party’s obligation owing to pay those amounts to the other Creditor Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Borrower and/or any Loan Security Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Collateral Agent will not, Security Trustee under this Clause 29.6 shall be decreased to the extent that the other Creditor Parties have received (and are able to retain) payment in full of such discharge, make a claim against such Loan Party the corresponding amount under the Acknowledgement other provisions of the Finance Documents and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then due and payable by such Loan a Borrower and/or a Security Party to the other Creditor Parties under those provisions shall be decreased to the Loan Documentsextent the Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Clause 29.6. The Borrowers and the Creditor Parties acknowledge that, in respect of the Parallel Debt, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent Security Trustee acts in its own name and not as a trustee, and its claims in respect representative of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor Creditor Parties or any of the Acknowledgment and shall not be held on trust.them

Parallel Debt. 10.23 Each Foreign Loan Party organized under the Laws of Belgium, Germany or 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 parties hereto agree, and the Loan Secured Parties acknowledge, (by way of an abstract acknowledgement acknowledgment of indebtedness 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. Each Specified Foreign Loan Party and the Administrative Agent acknowledges that 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 (save 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: the Parallel Debt of each of the Specified Foreign Loan Parties will be payable in(i) the currency or currencies of its Corresponding Debt and will become due and payable as and when and to the extent one or more of its Corresponding Debt become due and payable; -179- each Parallel Debt constitutes an undertaking, obligation and liability to the(ii) Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Specified Foreign Loan Party; each Parallel Debt represents the Administrative Agent’s own separate and(iii) independent claim to receive payment of the Parallel Debt from the relevant Specified Foreign Loan Party; the Administrative Agent shall not demand payment with regard to the Parallel(iv) Debt of each Specified Foreign Loan Party to the extent that such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; a Secured Party shall not demand payment with regard to the Corresponding(v) Debt of each Specified Foreign Loan Party to the extent that such Specified Foreign Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and with respect to any Specified Foreign Loan Party organized under the Laws of(vi) Netherlands, an Event of Default in respect of any obligations owing under any Collateral Document governed by the Corresponding Debt shall constitute a law other than German lawdefault (verzuim) each and every obligation within the meaning of any Loan Party (and any section 3:248 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 Dutch Civil Code with respect to 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 Parallel Debt without any Foreign Guarantor be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term A-1 Facility, the Term B Facility, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiariesnotice being required. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Administrative Agent acts in its own name and not as a trustee, and its claims in in(c) respect of the Acknowledgment Parallel Debt shall not be held on trust. The Security security granted under the Collateral Documents to the Collateral Administrative Agent to secure the Acknowledgment Parallel Debt is granted to the Collateral Administrative Agent in its capacity as creditor of the Acknowledgment Parallel Debt. All monies received or recovered by the Administrative Agent pursuant to this Section (d) 10.23, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Agreement; 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. Without limiting or affecting the Administrative Agent’s rights against the Specified(e) Foreign Loan Parties (whether under this Section 10.23 or under any other provision of the Loan Documents), each Foreign Loan Party acknowledges that: nothing in this Section 10.23 shall impose any obligation on the Administrative(i) Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as a Lender; and for the purpose of any vote taken under any Loan Document, the Administrative(ii) Agent shall not be held on trust.regarded as having any participation or commitment other than those which it has in its capacity as a Lender. -180-

Parallel Debt. Each Loan Party hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its “Parallel Debt”) to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the “Principal Obligations”) in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Loan Party shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Principal Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), acknowledges that (save in respect i) the Parallel Debt of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (a) constitutes an undertaking, obligation and any liability of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 FacilityAdministrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, the Term B Facilityand without prejudice to, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement Principal Obligations and (b) it will not, at any time, make any represents the Administrative Agent’s own claim against any Loan Party exceeding the amount then payable by to receive payment of such Parallel Debt from such Loan Party and (ii) the Collateral created under the Loan DocumentsDocuments to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. Each of the Loan Parties agrees that (i) the Parallel Debt of each Loan Party shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Loan Party shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Loan Party shall at no time exceed the amount payable under its Principal Obligations. Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in any Security Document. For the purpose of this Section 9.9, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Administrative Agent acts in its own name and for itself and not as a trusteeagent, trustee or representative of any other Secured Party. For purposes of any Netherlands Security Document any resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and its claims in respect of obligations under the Acknowledgment shall not be held on trustParallel Debt have been assigned and assumed to the successor agent. The Security granted Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Collateral Documents Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any Netherlands Security Document to such successor agent. The Administrative Agent is hereby authorized by the Secured Parties which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge created by any Netherlands Security Document. Without prejudice to the Collateral Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of Parallel Debt obligations by any Loan Party which agrees to secure the Acknowledgment is granted provide security pursuant to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trusta Netherlands Security Document.

Parallel Debt. Each Notwithstanding any other provision of the parties hereto agreethis Indenture, and solely for the Loan Parties acknowledgepurpose of security granted under the Swiss Security Documents, the Issuer and the Guarantors hereby irrevocably and unconditionally undertake (by way of an abstract acknowledgement acknowledgment of indebtedness debt (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to pay to the Collateral Agent as creditor in its own right, and thatnot as a representative of the Holders of Securities or the Trustee, accordinglyamounts equal to any amounts owing from time to time by such obligor to any Holder of Securities, the Trustee and any other Secured Party (as defined in the Collateral Agent will have its own independent right to demand performance by such Loan Party of those obligations Agreement), this Indenture, the Securities or any other Indenture Document (as defined in the Collateral Agreement) (the “AcknowledgementFinance Documents”) as and when, and in the currency of, those amounts are due for payment under the Finance Documents. The Issuer and each Guarantor acknowledge that their obligations under this Section 11.10 are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such obligor to any Holder of Securities, the Trustee and any other Secured Party (as defined in the Collateral Agreement), as applicable (its “Corresponding Debt”), provided that in no event nor shall the European Borrower amounts for which the Issuer and each Guarantor is liable under this Section 11.10 (its “Parallel Debt”) be limited or affected in any Foreign Guarantor way by its Corresponding Debt; provided, that, (i) the Parallel Debt shall be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term A-1 Facility, the Term B Facility, the US Dollar Revolving Credit Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, decreased to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement that its Corresponding Debt has been irrevocably paid or discharged; and (bii) the Corresponding Debt of the Issuer and each Guarantor shall be decreased to the extent that its Parallel Debt has been irrevocably paid or discharged, but further provided that the Corresponding Debt shall not be decreased, if it will notis effected by virtue of any set-off, at any time, make any claim against any Loan Party exceeding counterclaim or similar defense invoked by the amount then payable by such Loan Party under Issuer or a Guarantor vis-à-vis the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge AgreementsTrustee. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment Parallel Debt shall not be held on in trust. The Security Liens granted under the Collateral Finance Documents to the Collateral Agent to secure the Acknowledgment Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment Parallel Debt and shall not be held in trust. All monies received or recovered by the Collateral Agent pursuant to this Section 11.10 and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security interest granted to secure the Parallel Debt, shall be applied in accordance with the Finance Documents. Without limiting or affecting the Collateral Agent’s rights against the Issuer or the Guarantors the Issuer and each Guarantor acknowledges that (i) nothing in this Section 11.10 shall impose any obligation on trustthe Collateral Agent to advance any sum to the Issuer or the Guarantors or otherwise under the Finance Documents, except in its capacity as Holder of Securities (if applicable); and (ii) for the purpose of any vote taken any Finance Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Holder of Securities (if applicable).

Parallel Debt. Each of the parties hereto agree, and the Loan Parties acknowledge, by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any Loan Party (and any of its successors) in the amount of $250,000,000 under this Agreement, the other Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements shall also be owing in full to the Collateral Agent 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 European 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 A Facility, any Borrowing made by the US Borrower or (unless requested by the European Borrower) any Letters of Credit issued for the account of the US Borrower or any of its US Subsidiaries. The Collateral Agent undertakes with the relevant Loan Party that (a) in case of any discharge of any obligation owing to any Loan Party, the Collateral Agent will not, to the extent of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trust.

Parallel Debt. Each Notwithstanding any other provision of any Loan Document, each Guarantor organized in any jurisdiction listed in Schedule 8.10 (as such schedule may be amended or supplemented from time to time by mutual agreement of the parties hereto agree, Administrative Agent and the Company) (each, a “Relevant Loan Parties acknowledgeParty”), hereby unconditionally and irrevocably agrees and covenants with the Collateral Agent by way of an abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis), independent payment obligation that (save in respect of any obligations owing under any Collateral Document governed by a law other than German law) each and every obligation of any such Relevant 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 pay to the Collateral Agent as creditor in its own right and thatnot as representative or agent of the other Secured Parties sums equal to, accordinglyand in the currency of, the aggregate amount of the obligations owing by such Relevant Loan Party under the Loan Documents at any given time (the “Principal Obligations”) as and when the same fall due for payment under the Loan Documents (the aforesaid sums being the “Parallel Obligations”). The Collateral Agent will shall have its own independent right to demand performance payment of the Parallel Obligations from the Relevant Loan Party (such demand to be made in accordance with, and only in the circumstances permitted under the Loan Documents). The rights of the Secured Parties (other than the Collateral Agent) to receive payment of the Principal Obligations are several, separate and independent from the rights of the Collateral Agent to receive payment of the Parallel Obligations and shall not in any way limit or affect each Relevant Loan Party’s Principal Obligations nor shall the amounts for which each Relevant Loan Party is liable under it Parallel Obligations be limited or affected in any way by such its Principal Obligations provided that the payment by the Relevant 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 its Parallel Obligations relating to the Term A-1 Facility, Collateral Agent in accordance with this Section 8.10 shall be an effective discharge of the Term B Facility, corresponding Principal Obligations and the US Dollar Revolving Credit Facility, any Borrowing made payment by the US Borrower or (unless requested by Relevant Loan Party of its Principal Obligations in accordance with the European Borrower) any Letters of Credit issued for the account provisions of the US Borrower or any Loan Documents shall be an effective discharge of its US Subsidiariesthe corresponding Parallel Obligations. The Collateral Agent undertakes with In the relevant Loan Party that (a) in case event of any an effective discharge of any obligation owing to any Loan PartyPrincipal Obligations, the Collateral Agent will not, shall not be entitled to demand payment of the corresponding Parallel Obligations and such Parallel Obligations shall be discharged to the extent same extent. In the event of such discharge, make a claim against such Loan Party under the Acknowledgement and (b) it will not, at an effective discharge of any time, make any claim against any Loan Party exceeding the amount then payable by such Loan Party under Parallel Obligations the Loan DocumentsParties shall not be entitled to demand payment of the corresponding Principal Obligations and such Principal Obligations shall be discharged to the same extent. In the event of any conflict between the provisions contained in this Section 8.10 and Section 9.22 hereof, the Secured Cash Management Agreements or the Secured Hedge Agreementsthis Section 8.10 shall control. The 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 Acknowledgment shall not be held on trust. The Security granted under the Collateral Documents amounts payable by each Relevant Loan Party pursuant to the Collateral Agent to secure the Acknowledgment is granted to the Collateral Agent in its capacity as creditor of the Acknowledgment and shall not be held on trustParallel Obligations.