Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due. (b) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as 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. (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 European Loan Credit Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan such Credit Party to any Secured Lender with respect to the Credit Party under any Loan Document Obligations as and when those amounts are duebecome due for payment so that the Administrative 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 European Loan Credit Party and the Administrative Agent acknowledge that the monetary obligations of each European Loan Credit Party to the Administrative Agent under this paragraph (bSection 2.22(a) 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 European 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 European Loan Party is liable under paragraph (a) (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 European Loan Party Debt”) shall be decreased to the extent that its such Credit Party’s 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 any guaranty obligations) discharged; (ii) the Corresponding Debt of each European Loan such Credit Party shall be decreased to the extent that its such Credit Party’s 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 guaranty obligations) discharged; and; (iii) the amount Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (iv) each Credit Party shall have the same defenses against the Parallel Debt of a European Loan Party shall at all times be equal to which it has against the amount of its Corresponding Debt. (c) For the purpose purposes of this §6.22Section 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. Unless expressly provided to the contrary in any Collateral Document, the The security interest 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 Debt and shall not be held on in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this ClauseSection 2.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with this Credit AgreementSection 2.12. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Credit Parties (whether under this §6.22 Section 2.22 or under any other provision of the Loan Credit Documents), each European Loan Credit Party acknowledges that: (i) nothing in this §6.22 Section 2.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Credit Party or otherwise under any Loan Document, except Credit Document in its capacity as 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 commitment in its capacity as a LenderAdministrative Agent. (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 European For the purpose of establishing a valid Lien pursuant to any Security Document governed by German law each Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Administrative Collateral Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Document 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 duedue (its “Corresponding Debt”), and each Secured Party consents to each Loan Party’s undertaking pursuant to this paragraph (a). (b) Each European Loan Party and the Administrative Agent acknowledge party to this Agreement acknowledges that the obligations of each European Loan Party under this paragraph (b) 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 European 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 European Loan Party is liable under paragraph (a) (its “a Parallel Debt”) Debt be limited or affected in any way by its relevant Corresponding Debt provided that: (i) the a Parallel Debt of each European a Loan Party shall be decreased to the extent that its relevant 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; (ii) the a Corresponding Debt of each European a Loan Party shall be decreased to the extent that its relevant 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 (iii) the amount of the a Parallel Debt of a European Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt. (c) For the purpose of this §6.22Section 9.15, the Administrative 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. Unless expressly provided Any Lien granted to the contrary in any Collateral Document, the security interest granted under 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 Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Collateral Agent pursuant to this ClauseSection 9.15, 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 Credit Agreement. (e) Without limiting or affecting the Administrative Collateral Agent’s rights against the European any Loan Parties Party (whether under this §6.22 Section 9.15 or under any other provision of the Loan Documents), the Collateral Agent agrees with each European 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 §6.22 Section 9.15 shall impose any obligation on the Administrative Collateral Agent to advance any sum to any European a Loan Party or otherwise under any a Loan Document, except in its capacity as 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 commitment other than those which it has in its capacity as a Lender. (fg) Each European 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’s parallel obligation , 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 §6.22 constitutes Section 9.15 shall not limit any defense that a single German Guarantor would otherwise have under this Agreement or a corresponding guarantee agreement and separate obligation from any other debt shall not be used for a simplified enforcement of each European Loan Party rights under the Loan Documentsthis Agreement.

Parallel Debt. (a) Each European Loan Credit Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan such Credit Party to any Secured Lender with respect to the Credit Party under any Loan Document Obligations as and when those amounts are duebecome due for payment so that the Administrative 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 European Loan Credit Party and the Administrative Agent acknowledge that the monetary obligations of each European Loan Credit Party to the Administrative Agent under this paragraph (bSection 2.21(a) 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 European 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 European Loan Party is liable under paragraph (a) (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 European Loan Party Debt”) shall be decreased to the extent that its such Credit Party’s 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 any guaranty obligations) discharged; (ii) the Corresponding Debt of each European Loan such Credit Party shall be decreased to the extent that its such Credit Party’s 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 guaranty obligations) discharged; and; (iii) the amount Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party; and (iv) each Credit Party shall have the same defenses against the Parallel Debt of a European Loan Party shall at all times be equal to which it has against the amount of its Corresponding Debt. (c) For the purpose purposes of this §6.22Section 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. Unless expressly provided to the contrary in any Collateral Document, the The security interest 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 Debt and shall not be held on in trust. (d) All monies received or recovered by the Administrative Agent pursuant to this ClauseSection 2.21, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with this Credit AgreementSection 2.10. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Credit Parties (whether under this §6.22 Section 2.21 or under any other provision of the Loan Credit Documents), each European Loan Credit Party acknowledges that: (i) nothing in this §6.22 Section 2.21 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Credit Party or otherwise under any Loan Document, except Credit Document in its capacity as 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 commitment in its capacity as a LenderAdministrative Agent. (f) Each European Loan Party’s parallel obligation Credit Party and the Administrative Agent acknowledge and agree, for the avoidance of doubt, that the rules under this §6.22 constitutes Netherlands law that apply in the event of a single common property (gemeenschap) are not applicable, and separate obligation from any shall not apply by analogy, to the relationship between the Administrative Agent and the other debt of each European Loan Party under Secured Parties and the Loan Documentsrelationship among the Credit Parties.

Parallel Debt. (a) Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due. (b) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as 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. (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 European Notwithstanding any other provision of any Loan Party Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 Agent, as creditor in its capacity own right and not as “collateral agent”) amounts representative of the other Secured Parties, sums equal to any amounts owing from time to time the aggregate amount payable by that European such Loan Party in respect of its Corresponding Obligations as and 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 any Loan Document this Section 10.23(a) is to be referred to as and when those amounts are dueits “Parallel Debt.” (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (ba) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) Obligations nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt Obligations provided that: : (ix) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each European Loan Party shall be decreased to the extent that its 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 to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) . The amount which may become payable by the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of Parties as the Parallel Debt shall never exceed the total of a European Loan Party shall at all times be equal to the amount of its amounts which are payable under or in connection with the Corresponding DebtObligations. (cd) For the purpose of this §6.22, the 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 be held on trust. Unless expressly provided 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 contrary other Secured Parties resulting from failure by them to take appropriate steps, in any Collateral Documentinsolvency proceedings affecting that Loan Party, the security interest granted under the Collateral Documents to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to 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 Debt and shall not be held on trustcorresponding amount under this Section 10.23. (df) All monies received or recovered The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent pursuant to receive payment under this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit AgreementSection 10.23. (eg) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 Section 10.23 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: : (ix) nothing in this §6.22 Section 10.23 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 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 commitment other than those which it has in its capacity as a Lenderlender. (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 To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each EU Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Administrative European Collateral Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European an EU Loan Party to any Secured Guaranteed Party under any Loan Document as and when those amounts are due. (b) . Each European EU Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each European Loan Party under this paragraph (b) Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (ia) the Parallel Debt of each European Loan Party shall be decreased to the extent that 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;; and (iib) the Corresponding Debt of each European Loan Party shall be decreased to the extent that 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 (iiic) the amount of the Parallel Debt of a European each Loan Party shall at all times be equal to the amount of its Corresponding Debt. (ca) For the purpose of this §6.22Section 9.21, the Administrative European Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any Guaranteed Party, and its claims in respect of the each Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (db) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt. (c) All monies received or recovered by the Administrative European Collateral Agent pursuant to this ClauseSection 9.21, and all amounts received or recovered by the Administrative European Collateral Agent from or by the enforcement of any security Lien granted to secure the each Parallel Debt, shall be applied in accordance with this Credit AgreementSection 2.18(b). (ed) Without limiting or affecting the Administrative Agent’s European Collateral Agent ‘s rights against the European Loan Parties (whether under this §6.22 Section 9.21 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (ia) nothing in this §6.22 Section 9.21 shall impose any obligation on the Administrative European Collateral Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as LenderGuaranteed Party; and (iib) for the purpose of any vote taken under any Loan Document, the Administrative European Collateral Agent shall not be regarded as having any participation or Commitment commitment other than those which it has in its capacity as a Lender.Guaranteed Party. For the avoidance of doubt: (fa) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and separate obligation from any other debt the Parallel Debt of each European Loan Party under will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and (b) a Loan DocumentsParty may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.

Parallel Debt. (a) Each European Notwithstanding any other provision of any Loan Party Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 Agent, as creditor in its capacity own right and not as “collateral agent”) amounts representative of the other Secured Parties, sums equal to any amounts owing from time to time the aggregate amount payable by that European such Loan Party in respect of its Corresponding Obligations as and 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 any Loan Document this Section 10.23(a) is to be referred to as and when those amounts are dueits “Parallel Debt”. (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (ba) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) Obligations nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt Obligations provided that: : (ix) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each European Loan Party shall be decreased to the extent that its 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 to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) . The amount which may become payable by the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of Parties as the Parallel Debt shall never exceed the total of a European Loan Party shall at all times be equal to the amount of its amounts which are payable under or in connection with the Corresponding DebtObligations. (cd) For the purpose of this §6.22, the 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 be held on trust. Unless expressly provided 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 contrary other Secured Parties resulting from failure by them to take appropriate steps, in any Collateral Documentinsolvency proceedings affecting that Loan Party, the security interest granted under the Collateral Documents to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to 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 Debt and shall not be held on trustcorresponding amount under this Section 10.23. (df) All monies received or recovered The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent pursuant to receive payment under this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit AgreementSection 10.23. (eg) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 Section 10.23 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: : (ix) nothing in this §6.22 Section 10.23 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 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 commitment other than those which it has in its capacity as a Lenderlender. (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 European 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 (for the purpose of this §6.22 as creditor in its capacity own right and not as “collateral agent”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 European Specified Foreign Loan Party to any each of the Secured Party Parties under any each of the Loan Document Documents as and when those amounts are due. (b) due for payment under the relevant Loan Document. Each European Specified Foreign Loan Party and the Administrative Agent acknowledge acknowledges that the the(b) obligations of each European Specified Foreign Loan Party under this paragraph (ba) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European 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 European 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 shall be decreased to the extent that its such Loan Party’s 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; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and 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 (iiiin the case of guarantee obligations) discharged; and with respect to any Specified Foreign Loan Party organized under the amount Laws 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 of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the without any notice being required. 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. Unless expressly provided to the contrary in any Collateral Document, the 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 Debt and shall not be held on trust. (d) Debt. All monies received or recovered by the Administrative Agent pursuant to this ClauseSection (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 Credit Agreement. ; provided that upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt (ea “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 European Specified(e) Foreign Loan Parties (whether under this §6.22 Section 10.23 or under any other provision of the Loan Documents), each European Foreign Loan Party acknowledges that: (i) : nothing in this §6.22 Section 10.23 shall impose any obligation on the Administrative Administrative(i) 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) 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 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.. -180-

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 European Guarantor be obligated to pay any amount that is attributable to principal, interest or other Obligations relating to the Term 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) Each European 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 hereby irrevocably under the Acknowledgement and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due. (b) Each European it will not, at any time, make any claim against any Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) exceeding the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All monies received or recovered then payable by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as 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. (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 such Loan Party under the Loan Documents., the Secured Cash Management Agreements or the Secured Hedge Agreements. 115 Colfax Credit Agreement

Parallel Debt. (a1) Each European Loan Credit Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Administrative Common Collateral Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan such Credit Party to any Secured Party under and any Loan other Credit Document pursuant to any Obligations as and when those amounts are due.due under any Credit Document (such payment undertakings under this Section 3.11 and the 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 European Loan Credit Party and the Administrative Common Collateral Agent acknowledge that the payment obligations of each European Loan Credit Party under this paragraph (b) 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 European 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 European Loan Credit Party is are liable under paragraph (a) (its “Parallel Debt”) this Section 3.11 be limited or affected in any way by its Corresponding Debt provided that: : (iA) the Parallel Debt of each European Loan Party shall be decreased to the extent that its the Corresponding Debt has been irrevocably paid to a Secured Party or discharged (and such Secured Party is entitled to retain such payment) or other than, in each case, contingent obligations); (in the case of guarantee obligations) discharged; (iiB) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its the 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 (iiiC) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its the Corresponding Debt. ; (cD) 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 will be held on trust. Unless expressly provided to payable in the contrary in any Collateral Documentcurrency or currencies of the Corresponding Debt; and (E) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; (3) the security interest granted under the Collateral Documents any German Security Agreement and any Swiss Security Document with respect 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 Debt; (4) 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 held on trust.regarded as having any participation or commitment other that those which it has in its capacity as a Lender; (d5) All 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 Clause, 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 Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as 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. (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 European Loan Party Parallel Obligor hereby irrevocably and unconditionally undertakes to pay to the Administrative European Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts an amount equal to any amounts owing the aggregate amount payable (verschuldigd) by such Parallel Obligor in respect of its Corresponding Obligations as they may exist from time to time by that time. The payment undertaking of each Parallel Obligor to the European Loan Party Agent under this paragraph (a) is hereinafter to any Secured Party under any Loan Document be referred to as and when those amounts are duea “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations. (b) Each Parallel Debt will become due and payable (opeisbaar) as and when one or more of the Corresponding Obligations become due and payable. (c) Each of the parties to this Agreement hereby acknowledges that (i) each Parallel Debt constitutes an undertaking, obligation and liability of the relevant Parallel Obligor to the European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are which is separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged;Obligations; and (ii) each Parallel Debt represents the Corresponding European Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt of each European Loan Party shall be decreased to from relevant the Parallel Obligor. (d) To the extent that its Parallel Debt has been paid to a Secured Party the European Agent irrevocably (and such Secured Party is entitled to retain such paymentonaantastbaar) or (receives any amount in the case of guarantee obligations) discharged; and (iii) the amount payment of the Parallel Debt of a Parallel Obligor, the European Loan Agent shall distribute such amount among the Secured Parties who are creditors of the Corresponding Obligations of such Parallel Obligor in accordance with Section 5.02 of the US Collateral Agreement relating to the distribution of proceeds. Upon irrevocable (onaantastbaar) receipt by a Secured Party of any amount so distributed to it (“Received Amount”), the Corresponding Obligations of such Parallel Obligor to the relevant Secured Party shall at all times be reduced by amounts totaling an amount (“Deductible Amount”) equal to the amount of its Corresponding Debt. (c) For Received Amount in the purpose of this §6.22, manner as if the Administrative Agent acts in its own name and not Deductible Amount were received as a trustee, and its claims in respect payment of the Parallel Debt shall not be held Corresponding Obligations on trust. 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 date of receipt by such Secured Party of the Parallel Debt and shall not be held on trustReceived Amount. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as 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. (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 European 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 (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts an amount equal to any amounts owing from time to time and in the currency of the aggregate amount payable by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due. (b) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party it to any Secured Party under any Loan Document (its the “Corresponding DebtPrincipal Obligations”) nor shall in accordance with the amounts for which terms and conditions of such Principal Obligations. The Parallel Debt of each European Loan Party is liable under paragraph shall become due and payable as and when its Principal Obligations become due and payable. An Event of Default in respect of the Corresponding LiabilitiesPrincipal Obligations shall constitute a default (averzuim) (its “within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt”) be limited or affected in LiabilitiesDebt without any way by its Corresponding Debt provided that: notice being required. Each of the Loan Parties acknowledges that (i) the Parallel Debt of each European Loan Party shall be decreased (a) constitutes an undertaking, obligation and liability of such Loan Party to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and (b) represents the case Administrative Agent’s own claim to receive payment of guarantee obligations) discharged; such Parallel Debt from such Loan Party and (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted created 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. 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 not be held on trust. decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (diii) All monies 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 pursuant to this Clausein respect of a Parallel Debt (including, and all amounts received or recovered by the Administrative Agent from or by the but not limited to, enforcement of any security granted to secure the Parallel Debt, proceeds) shall be applied in accordance with the terms of this Credit Agreement. Agreement subject to limitations (eif any) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under expressly provided for in any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Party or otherwise under any Loan Security Document, except in its capacity as Lender; and (ii) for . For the purpose of any vote taken under any Loan Documentthis Section 9.9, 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 for itself and not as a Lender. (f) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and separate obligation from agent, trustee or representative of any other debt Secured Party. For purposes of each European 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 obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights and obligations under the Parallel LiabilitiesDebt 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 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 under the Loan Documentswhich agrees to provide security pursuant to a Netherlands Security Document.

Parallel Debt. (a) Each To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Administrative European Collateral Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that a European Loan Party to any Secured Guaranteed Party under any Loan Document as and when those amounts are due. (b) . Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each European Loan Party under this paragraph (b) Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (ia) the Parallel Debt of each European Loan Party shall be decreased to the extent that 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;; and (iib) the Corresponding Debt of each European Loan Party shall be decreased to the extent that 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 (iiic) the amount of the Parallel Debt of a European each Loan Party shall at all times be equal to the amount of its Corresponding Debt. (ca) For the purpose of this §6.22Section 9.21, the Administrative European Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any Guaranteed Party, and its claims in respect of the each Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (db) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt. (c) All monies received or recovered by the Administrative European Collateral Agent pursuant to this ClauseSection 9.21, and all amounts received or recovered by the Administrative European Collateral Agent from or by the enforcement of any security Lien granted to secure the each Parallel Debt, shall be applied in accordance with this Credit AgreementSection 2.18(b). (ed) Without limiting or affecting the Administrative European Collateral Agent’s rights against the European Loan Parties (whether under this §6.22 Section 9.21 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (ia) nothing in this §6.22 Section 9.21 shall impose any obligation on the Administrative European Collateral Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as LenderGuaranteed Party; and (iib) for the purpose of any vote taken under any Loan Document, the Administrative European Collateral Agent shall not be regarded as having any participation or Commitment commitment other than those which it has in its capacity as a Lender.Guaranteed Party. For the avoidance of doubt: (fa) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and separate obligation from any other debt the Parallel Debt of each European Loan Party under will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and (b) a Loan DocumentsParty may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent.

Parallel Debt. (a) Each European 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 (for the purpose of this §6.22 as creditor in its capacity own right and not as “collateral agent”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 European Specified Foreign Loan Party to any each of the Secured Party Parties under any each of the Loan Document Documents as and when those amounts are duedue for payment under the relevant Loan Document. (b) Each European Specified Foreign Loan Party and the Administrative Agent acknowledge acknowledges that the obligations of each European Specified Foreign Loan Party under this paragraph (ba) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European 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 European 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 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 its such Loan Party’s 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; (iiv) a Secured Party shall not demand payment with regard to the Corresponding Debt of each European Specified Foreign Loan Party shall be decreased to the extent that its such Specified Foreign Loan Party’s 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; (iiivi) with respect to any Specified Foreign Loan Party organized under the amount 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 of a European Loan Party shall at all times be equal to the amount of its Corresponding Debtwithout any notice being required. (c) For the purpose of this §6.22, the The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the 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 Debt and shall not be held on trustDebt. (d) All monies received or recovered by the Administrative Agent pursuant to this ClauseSection 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 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 's rights against the European Specified Foreign Loan Parties (whether under this §6.22 Section 10.23 or under any other provision of the Loan Documents), each European Foreign Loan Party acknowledges that: (i) nothing in this §6.22 Section 10.23 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; 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 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 European Loan Credit Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Administrative European Collateral Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan such Credit Party to any Secured Party under this Agreement and any Loan other Credit Document pursuant to any Obligations as and when those amounts are duedue under any Credit Document (such payment undertakings under this Section 11.11 and the obligations 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 European Loan Credit Party and the Administrative European Collateral Agent acknowledge that the obligations of each European Loan Credit Party under this paragraph clause (ba) 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 European 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 European Loan Credit Party is are liable under paragraph (a) (its “Parallel Debt”) this Section 11.11 be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be automatically decreased and discharged to the extent that its the Corresponding Debt has been irrevocably paid to a Secured Party or discharged (and such Secured Party is entitled to retain such payment) or (other than, in the case of guarantee each case, contingent obligations) discharged); (ii) the Corresponding Debt of each European Loan Party shall be automatically decreased and discharged to the extent that its the 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; (iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its the Corresponding Debt; (iv) the Parallel Debt will be payable in the currency or currencies of the Corresponding Debt; and (v) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when and to the extent that the Corresponding Debt becomes due and payable. (c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the The security interest 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 and shall not be held on trustDebt. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the Administrative European Collateral Agent’s rights against the European Loan Parties any Credit Party (whether under this §6.22 Agreement or under any other provision of the Loan DocumentsCredit Document), each European Loan of the Credit Party acknowledges that: (i) nothing in this §6.22 Agreement shall impose any obligation on the Administrative European Collateral Agent to advance any sum to any European Loan Credit Party or otherwise under any Loan Credit Document, except in its capacity as 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 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) Each 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 Loan Party’s parallel obligation 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 this §6.22 constitutes a single and separate obligation from any other debt European Security Agreement to secure the Parallel Debt shall be applied pursuant to the provisions of each such European Loan Party under the Loan DocumentsSecurity Agreement.

Parallel Debt. (a) Each European German Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the European Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts an amount equal to any amounts owing from time to time the aggregate amount due by that European such German Loan Party to any Secured Party Agent, any Issuing Bank, or any Lender under this Agreement and any other Loan Document as to which it is a party (each payment undertaking under this Section 9.22 and when those amounts are duethe obligations and liabilities resulting therefrom being a “Parallel Debt”). (b) Each European German Loan Party and the European Administrative Agent agree and acknowledge that the obligations of each European German Loan Party under this paragraph (b) 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 European 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 European German Loan Party is liable under paragraph (a) (its “Parallel Debt”) this Section 9.22 be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its the Corresponding Debt has been irrevocably paid to a Secured Party or discharged (and such Secured Party is entitled to retain such payment) or (other than, in the case of guarantee each case, contingent obligations) discharged); (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its the 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; (iii) the amount of the each Parallel Debt of a European Loan Party shall at all times be equal to the amount of its the relevant Corresponding Debt; and (iv) for the avoidance of doubt, each Parallel Debt will become due and payable at the same time when the relevant Corresponding Debt becomes due and payable. (c) For Each Parallel Debt represents the purpose own debt of this §6.22, the Administrative Agent acts in its own name and not as a trusteeeach German Loan Party, and its claims in respect of the no Parallel Debt shall not be held on trust. Unless expressly provided constitutes any several and joint liability (gesamtschuldnerische Haftung) of any German Loan Party, nor is any Parallel Debt subject to any debt owed by a collective ownership (Gesamthand) of any German Loan Party. (d) The security granted, in each case, under the German Security Agreement with respect to the contrary in any Collateral Document, the security interest granted under the Collateral Documents 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 Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the each Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) Without limiting or affecting the European Administrative Agent’s rights against the European any German Loan Parties Party (whether under this §6.22 Agreement or under any other provision of the Loan DocumentsDocument), each European German Loan Party acknowledges that: (i) nothing in this §6.22 Agreement or any Loan Document shall impose any obligation on the European Administrative Agent to advance any sum to any European German Loan Party or otherwise under any Loan Document, except in its capacity as 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 commitment other than those which it has in its capacity as a Lender. (f) Each European 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’s parallel obligation under . (h) All monies received or recovered by the European Administrative Agent pursuant to this §6.22 constitutes a single Agreement and separate obligation all amounts received or recovered by the European Administrative Agent from or by the enforcement of any other debt security granted to secure any Parallel Debt shall be applied in accordance with the terms of each European Loan Party under the Loan Documentsthis Agreement.

Parallel Debt. (a) Each To grant the security pursuant to any Dutch Security Agreement to the European Collateral Agent, each European Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Administrative European Collateral Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that a European Loan Party to any Secured Guaranteed Party under any Loan Document as and when those amounts are due. (b) . Each European Loan Party and the Administrative Agent and the Guaranteed Parties acknowledge that the obligations of each European Loan Party under this paragraph (b) Section 9.21 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Guaranteed Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) Section 9.21 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (ia) the Parallel Debt of each European Loan Party shall be decreased to the extent that 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;; and (iib) the Corresponding Debt of each European Loan Party shall be decreased to the extent that 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 (iiic) the amount of the Parallel Debt of a European each Loan Party shall at all times be equal to the amount of its Corresponding Debt. (ca) For the purpose of this §6.22Section 9.21, the Administrative European Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any Guaranteed Party, and its claims in respect of the each Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest granted under the Collateral Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (db) The Liens granted under the Dutch Security Agreements to the European Collateral Agent to secure each Parallel Debt is granted to the European Collateral Agent in its capacity as sole creditor of each Parallel Debt. (c) All monies received or recovered by the Administrative European Collateral Agent pursuant to this ClauseSection 9.21, and all amounts received or recovered by the Administrative European Collateral Agent from or by the enforcement of any security Lien granted to secure the each Parallel Debt, shall be applied in accordance with this Credit AgreementSection 2.18(b). (ed) Without limiting or affecting the Administrative European Collateral Agent’s rights against the European Loan Parties (whether under this §6.22 Section 9.21 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (ia) nothing in this §6.22 Section 9.21 shall impose any obligation on the Administrative European Collateral Agent to advance any sum to any European Loan Party or otherwise under any Loan Document, except in its capacity as LenderGuaranteed Party; and (iib) for the purpose of any vote taken under any Loan Document, the Administrative European Collateral Agent shall not be regarded as having any participation or Commitment commitment other than those which it has in its capacity as a Lender.Guaranteed Party. For the avoidance of doubt: (fa) Each European Loan Party’s parallel obligation under this §6.22 constitutes a single and separate obligation from any other debt the Parallel Debt of each European Loan Party under will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes due and payable; and (b) a Loan DocumentsParty may not repay or prepay its Parallel Debt unless directed to do so by the European Collateral Agent or the Lien pursuant to a Dutch Security Agreement is enforced by the European Collateral Agent. SECTION 9.22 [Reserved].

Parallel Debt. (a) Each European Notwithstanding any other provision of any Loan Party Document, each Loan Party, by way of an independent payment obligation, hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent (for the purpose of this §6.22 Agent, as creditor in its capacity own right and not as “collateral agent”) amounts representative of the other Secured Parties, sums equal to any amounts owing from time to time the aggregate amount payable by that European such Loan Party in respect of its Corresponding Obligations as and 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 any Loan Document this Section 10.23(a) is to be referred to as and when those amounts are dueits "Parallel Debt”. (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (ba) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) Obligations nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt Obligations provided that: : (ix) the Administrative Agent shall not demand payment with regard to the Parallel Debt of each European Loan Party shall be decreased to the extent that its 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 to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) . The amount which may become payable by the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of Parties as the Parallel Debt shall never exceed the total of a European Loan Party shall at all times be equal to the amount of its amounts which are payable under or in connection with the Corresponding DebtObligations. (cd) For the purpose of this §6.22, the 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 be held on trust. Unless expressly provided 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 contrary other Secured Parties resulting from failure by them to take appropriate steps, in any Collateral Documentinsolvency proceedings affecting that Loan Party, the security interest granted under the Collateral Documents to preserve their entitlement to be paid those amounts. (e) Any amount due and payable by a Loan Party to the Administrative Agent under this Section 10.23 shall be decreased to 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 Debt and shall not be held on trustcorresponding amount under this Section 10.23. (df) All monies received or recovered The rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by each Loan Party under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent pursuant to receive payment under this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit AgreementSection 10.23. (eg) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 Section 10.23 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: : (ix) nothing in this §6.22 Section 10.23 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 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 commitment other than those which it has in its capacity as a Lenderlender. (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 European 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 (for the purpose of this §6.22 as creditor in its capacity own right and not as “collateral agent”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 European Specified Foreign Loan Party to any each of the Secured Party Parties under any each of the Loan Document Documents as and when those amounts are due. (b) due for payment under the relevant Loan Document. -181- Each European Specified Foreign Loan Party and the Administrative Agent acknowledge acknowledges that the the(b) obligations of each European Specified Foreign Loan Party under this paragraph (ba) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Specified Foreign Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European 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 European 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; 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 shall be decreased to the extent that its such Loan Party’s 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; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and 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 (iiiin the case of guarantee obligations) discharged; and with respect to any Specified Foreign Loan Party organized under the amount Laws 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 of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the without any notice being required. 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. Unless expressly provided to the contrary in any Collateral Document, the 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 Debt and shall not be held on trust. (d) Debt. All monies received or recovered by the Administrative Agent pursuant to this ClauseSection (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 Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 shall impose any obligation on ; provided that upon irrevocable receipt by the Administrative Agent to advance of any sum to any European amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Debt of the relevant Specified Foreign Loan Party or otherwise under any Loan Document, except in its capacity as Lender; and (ii) for the purpose of any vote taken under any Loan Document, towards the Administrative Agent and the Lenders shall not be regarded 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 having any participation or Commitment other than those which it has in its capacity if the Deductible Amount were received by the Administrative Agent and the Lenders 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 payment of each European the Corresponding Debt owed by the relevant Specified Foreign Loan Party under on the Loan Documents.date of receipt by the Administrative Agent of the Received Amount. -182-

Parallel Debt. (a) Each European Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Security Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European such Loan Party 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 is a Secured Party and (y) any Treasury Services Agreement existing on or entered into after the Closing Date, in each case with any counterparty that is a Secured Party) as and when those amounts are due. (b) Each European Loan Party and the Administrative Security Agent acknowledge that the obligations of each European Loan Party under this paragraph (bSection 10.19(a) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European 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 European Loan Party is liable under paragraph (aSection 10.19(a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt Debt; provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a European any Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the Administrative The Security Agent acts in its own name as an independent and separate right and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest The 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 Debt and shall not be held on trust. (d) All monies moneys received or recovered by the Administrative Security Agent pursuant to this ClauseSection 10.19, 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 Credit AgreementSection 8.03. (e) Without limiting or affecting the Administrative Security Agent’s rights against the European Loan Parties Party (whether under this §6.22 Section 10.19 or under any other provision of the Loan Documents), each European Loan Party acknowledges that: (i) nothing in this §6.22 Section 10.19 shall impose any obligation on the Administrative Security Agent to advance any sum to any European 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 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 European Loan Party hereby Without prejudice to the other provisions of the Credit Documents and the Secured Hedging Agreements and for the sole purpose of ensuring the validity and effect of any security right governed by Dutch law and granted or to be granted by any NL Obligor pursuant to the Credit Documents, each NL Obligor irrevocably and unconditionally undertakes undertakes, as a separate and independent obligation to the Administrative Agent, to pay to the Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party to any Secured Party under any Loan Document as and when those amounts are due. (b) Each European Loan Party and the Administrative Agent acknowledge that the obligations of each European Loan Party under this paragraph (b) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that European Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each European Loan Party is liable under paragraph (a) (its “Dutch Parallel Debt”) be limited or affected in any way . The security rights governed by its Corresponding Debt provided that: (i) the Parallel Debt of each European Loan Party shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each European Loan Party shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a European Loan Party shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this §6.22, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. Unless expressly provided to the contrary in any Collateral Document, the security interest Dutch law granted under the Collateral Credit Documents to the Administrative Agent to secure the Dutch Parallel Debt is are granted to the Administrative Agent in its capacity as creditor of the Dutch Parallel Debt and shall not be held on trust. (di) All monies received or recovered by No NL Obligor may pay its Dutch Parallel Debt other than at the instruction of, and in the manner determined by, the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit AgreementAgent. (eii) Without prejudice to clause (i) above, a NL Obligor shall be obliged to pay its Dutch Parallel Debt (or, if the NL Obligor’s Corresponding Debts are due at different times, amounts of its respective Dutch Parallel Debt corresponding to each such Corresponding Debts) only when its Corresponding Debts have fallen due. (iii) For the avoidance of any doubts, the Dutch Parallel Debts will become due and payable at the same time the Corresponding Debt becomes due and payable. (c) Any payment made, or amount recovered, in respect of a NL Obligor’s Dutch Parallel Debt shall reduce that NL Obligor’s Corresponding Debts to any Lender or any Hedging Agreement Provider by the amount which that Lender or Hedging Agreement Provider is entitled to receive out of that payment or recovery under the Credit Documents and Secured Hedging Agreements. (d) Without limiting or affecting the Administrative Agent’s rights against the European Loan Parties (whether under this §6.22 or under any other provision of the Loan Documents)Credit Parties, each European Loan Credit Party acknowledges that: (i) that nothing in this §6.22 Section 2.22 shall impose any obligation on the Administrative Agent to advance any sum to any European Loan Credit Party or otherwise under any Loan DocumentCredit Document or any Secured Hedging Agreement, except in its capacity as Lender; and (ii) for the purpose of any vote taken under any Loan Documenta Lender or a Hedging Agreement Provider, the Administrative Agent shall not be regarded as having any participation or Commitment other than those which it has in its capacity as a Lenderapplicable. (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 of the Euro Borrowers and Euro Guarantors (atogether, “Euro Obligors”) Each European Loan Party hereby irrevocably and unconditionally undertakes undertake to pay to the US Administrative Agent (for the purpose of this §6.22 in its capacity as “collateral agent”) amounts equal to any amounts owing from time to time by that European Loan Party Euro Obligor to any Secured Party under any of the Loan Document Documents as and when those amounts are or become due; provided, however, no Euro Obligor shall have any obligation under this clause (a) to pay to the US Administrative Agent any amounts owing by any US Guarantor or US Borrower to any Secured Party under any of the Loan Documents. (b) b. Each European Loan Party Euro Obligor, the US Administrative Agent, the Euro Administrative Agent and the Canadian Administrative Agent acknowledge that the obligations of each European Loan Party Euro Obligor under this paragraph section (ba) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations Obligations of that European 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 European 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 provided that: (i) 1. the Parallel Debt of each European Loan Party Euro Obligor shall be decreased to the extent that its Corresponding Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; (ii) 2. the Corresponding Debt of each European Loan Party Euro Obligor shall be decreased to the extent that its Parallel Debt has been paid to a Secured Party (and such Secured Party is entitled to retain such payment) or (in the case of guarantee obligations) discharged; and; (iii) 3. the amount of the Parallel Debt of a European Loan Party 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 5. the Parallel Debt shall irrespective of clauses 1-4 above at any time amount to at least 1 Euro. (c) For c. Each of the purpose of this §6.22, the Administrative Agent 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. Unless expressly provided to the contrary in any Collateral Document, the The security interest 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 Debt and shall not be held on trust. (d) All monies received or recovered by the Administrative Agent pursuant to this Clause, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt, shall be applied in accordance with this Credit Agreement. (e) d. Without limiting or affecting the Administrative Agent’s Agents’ rights against the European Loan Parties Obligors (whether under this §6.22 subsection (a) or under any other provision of the Loan Documents), each European Loan Party Euro Obligor acknowledges that: (i) 1. nothing in this §6.22 subsection (a) shall impose any obligation on the Administrative any Agent to advance any sum to any European 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 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.