Common use of Parallel Debt Clause in Contracts

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (i) The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Foreign Obligations shall be decreased.

Parallel Debt. (a) For purposes the purpose of Luxembourg law and any German law Collateral Documents only: (i) The Euro Security Document, the German Borrower irrevocably and unconditionally undertakes, as far as necessary in advanceby way of an abstract acknowledgement of debt, to pay to the Administrative Collateral Agent as creditor in its own right and not as representative of the Secured Parties, an amount equal to the aggregate of all Foreign Obligations of the German Borrower to all the Lenders and the Issuing Bank each Secured Party from time to time due in accordance with the terms and conditions of this Agreement such Obligations (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as thereof, hereinafter being the “Parallel Debt”). (iib) Each of the The parties to this Agreement acknowledges hereby acknowledge and agree that (i) for this purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro German Borrower to the Administrative Collateral Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro German Borrower owes have to any Lender or Issuing Bank Secured Party, and (ii) that the Parallel Debt represents the Administrative Collateral Agent’s own claim to receive payment of such Parallel Debt by the Euro German Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro German Borrower under this clause (kSection 12.14(b) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro German Borrower to all the Lenders and the Issuing BankSecured Parties. (Ac) The total amount due by the Euro German Borrower as the Parallel Debt under this clause (k) Section 12.14 shall be decreased to the extent that the Euro German Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank Secured Parties or any of them to reduce the Euro German Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank a Secured Party otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (BSection 12.14(d) hereafterbelow); and. (Bd) To the extent that the Euro German Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Collateral Agent under the Parallel Debt or the Administrative Collateral Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel DebtDebt from the German Borrower, the total amount due under the Foreign Obligations of the German Borrower shall be decreased. (e) All monies received or recovered by the Collateral Agent pursuant to this Section 12.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure a Parallel Debt, shall be applied in accordance with this Agreement. (f) For the purpose of this Section 12.14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. (g) Without limiting or affecting the Collateral Agent’s rights against the German Borrower (whether under this Section 12.14 or under any other provision of the Credit Documents), the German Borrower acknowledges that: (i) nothing in this Section 12.14 shall impose any obligation on the Collateral Agent to advance any sum to the German Borrower or otherwise under any Credit Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. (h) For the avoidance of doubt, a Parallel Debt will become due and payable at the same time the German Borrower’s Obligations become due and payable.

Parallel Debt. For purposes of Luxembourg law and German Netherlands law Collateral Documents only: (i) The Euro Each Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower Borrowers constitutes undertakings, obligations and liabilities of the Euro Borrower Borrowers to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes Borrowers owe to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro BorrowerBorrowers; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower Borrowers under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower Borrowers to all the Lenders and the Issuing BankLenders. (iii) (A) The total amount due by the Euro Borrower Borrowers as the Parallel Debt under this clause (k) shall be decreased to the extent that the Euro Borrower Borrowers shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s Borrowers’ outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and and (B) To to the extent that the Euro Borrower Borrowers shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Foreign Obligations shall be decreased.

Parallel Debt. For purposes 25.3.1 Notwithstanding any other provision of Luxembourg law and German law Collateral Documents only: (i) The Euro Borrower this Agreement each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent Security Agent, as an amount independent and separate creditor in its own right and not as representative of the other Finance Parties, sums equal to and in the aggregate currency of all Foreign Obligations each amount payable by such Obligor to all each of the Lenders Finance Parties under each of the Finance Documents other than to the Security Agent under this Clause 25.3.1 (the “Principal Obligations”) as and when the Issuing Bank from time to time same falls due in accordance with for payment under the terms and conditions relevant Finance Document or would have fallen due but for any suspension of this Agreement payment, moratorium, discharge by operation of law or analogous event (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each 25.3.2 The Security Agent shall have its own independent right to demand payment of the parties amounts payable by each Obligor under this Clause 25.3 (Parallel Debt) and shall be entitled to this Agreement acknowledges that (i) for this purpose, the Parallel Debt claim performance thereof in its own name and not as agent acting on behalf of the Euro Borrower constitutes undertakingsrelevant Finance Parties, obligations and liabilities irrespective of the Euro Borrower any suspension, extinction or any other discharge for any reason whatsoever (otherwise than by payment) of such Obligor’s obligation to pay those amounts to the Administrative other Finance Parties other than a discharge by virtue of payment which those Finance Parties are entitled to retain. 25.3.3 Any amount due and payable by any Obligor to the Security Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause Clause 25.3 (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (kDebt) shall be decreased to the extent that the Euro Borrower shall other Finance Parties and such Finance Parties have irrevocably determined that such Obligor has been fully and unconditionally paid finally discharged of the corresponding amount under the other provisions of the Finance Documents and any amounts amount due and payable by such Obligor to the Lenders and the Issuing Bank or any of them other Finance Parties under those provisions shall be decreased to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably Security Agent has determined that such Obligor has been fully and unconditionally paid any amounts to finally discharged of the Administrative Agent corresponding amount under this Clause 25.3 (Parallel Debt). 25.3.4 The aggregate amount of the Parallel Debt or will never exceed the Administrative Agent aggregate amounts payable to the Finance Parties under the Finance Documents. For the avoidance of doubt, the Parallel Debt shall have otherwise received monies in irrevocable at all times mirror the Principal Obligations and unconditional payment of such the Principal Obligations shall at all times mirror the Parallel Debt, the total amount due under the Foreign Obligations shall be decreased.

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (ia) The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative Agent provisions of this Indenture, the Security Documents and the Collateral Trust Deed and for the purpose of preserving the initial and continuing validity of the Liens granted and to be granted by the Issuer and each Guarantor to the Security Agent, an amount equal to and in the aggregate same currency of all Foreign Obligations to all the Lenders obligations under the Notes and the Issuing Bank Guarantee from time to time due by the Issuer or such Guarantor in accordance with the terms and conditions of this Agreement the Note and Guarantee, including for the avoidance of doubt, the limitations set out under Section 11.02, shall be owing as a separate and independent obligation of the Issuer and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (ii) Each of . The Issuer, each Guarantor and the parties to this Agreement acknowledges Security Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower Issuer and each Guarantor to the Administrative Security Agent under this Indenture, the Security Documents and the Collateral Trust Deed which are separate and independent from, and without prejudice to, the Foreign Obligations corresponding obligations under the Notes and Guarantee which the Euro Borrower owes Issuer or such Guarantor has to any Lender or Issuing Bank the Holders and (ii) that the Parallel Debt represents the Administrative Security Agent’s own claim independent claims to receive payment of such the Parallel Debt irrespective of any discharge of such Issuer and/or Guarantor’s obligation to pay those amounts to the other Secured Parties resulting from failure by such Secured Parties to take appropriate steps, in insolvency proceedings affecting that Issuer and/or Guarantor, to preserve their entitlement to be paid those amounts and for the Euro Borrowerpurposes of this Section 10.07, the Security Agent acts in its own name as a creditor in its own right and not as a trustee or other representative of the other Secured Parties, and its claims in respect of the Parallel Debt shall not be held on trust; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of Notes and Guarantee; provided, further, that the Euro Borrower Security Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Indenture, the Security Documents and the Issuing BankCollateral Trust Deed. (Ab) The Every payment of monies made by the Issuer or a Guarantor to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer or such Guarantor contained in clause (a) of this Section 10.07; provided that if any such payment mentioned in clause (a) above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Security Agent shall be entitled to receive the amount of such payment from the Issuer or such Guarantor and the Issuer or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (c) Subject to the provisions in clause (b) of this Section 10.07, but notwithstanding any of the other provisions of this clause (c): (1) the total amount due by the Euro Borrower and payable as the Parallel Debt under this clause (k) Section 10.07 shall be decreased to the extent that the Euro Borrower Issuer or a Guarantor shall have irrevocably and unconditionally paid any amounts to the Lenders and Security Agent or to the Issuing Bank Trustee or to the Agents on behalf of the Holders or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations principal amount of the Notes or any Lender the Security Agent or Issuing Bank the Trustee on behalf of the Holders otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations the Notes and the Guarantee including pursuant to clause 3.2 (other than by virtue Parallel debt) of paragraph (B) hereafter)the Collateral Trust Deed; and (B2) To to the extent that the Euro Borrower Issuer or a Guarantor shall have irrevocably and unconditionally paid any amounts to the Administrative Trustee or to the Security Agent or to the Agents under the Parallel Debt or the Administrative Trustee or the Security Agent or to the Agents shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable under the Foreign Obligations Notes and the Guarantee including pursuant to clause 3.2 (Parallel debt) of the Collateral Trust Deed shall be decreaseddecreased as if said amounts were received directly in payment of the Notes and Guarantee. (d) The rights of the Secured Parties (other than the Security Agent) to receive payments of amounts payable by the Issuer and each Guarantor under the Notes and Guarantee are several and are separate and independent from, and without prejudice to, the rights of the Security Agent to receive payment under this Section 10.07. The Issuer and each Guarantor’s parallel obligation under this Section 10.07 towards the Security Agent constitutes a single and separate obligation from any other debt of the Issuer and each Guarantor under the Notes and the Guarantee, and the Security Agent may enforce any payment obligation under the Parallel Debt in its own name as an independent and separate right, and the Parallel Debt represents the Security Agent’s own claim to receive payment of such Parallel Debt from the Issuer and each Guarantor. (e) In the event of any inconsistency between the terms of this Section 10.07 and the terms of the Collateral Trust Deed, the latter shall prevail to the extent permissible under applicable law.

Parallel Debt. For purposes the purpose of Luxembourg law taking security subject to the laws of the Netherlands, the Borrower and German law Collateral Documents only: each Guarantor (ihereinafter each referred to as "Obligor") The Euro Borrower hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertake to pay to the Administrative Agent an amount amounts equal to any amounts owing by such Obligor to each Lender under the aggregate Loan Documents as and when the same fall due for payment thereunder, so that the Agent shall be the obligee of all Foreign Obligations such covenant to all pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the Lenders Lenders. The Obligors and the Issuing Bank from time to time due in accordance with the terms and conditions of Agent acknowledge that for this Agreement (purpose such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations Obligors are several and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations identical obligations which the Euro Borrower owes Obligors have to each Lender under the relevant Loan Documents, provided that this shall not, at the time, result in any Obligor incurring an aggregate obligation to each Lender or Issuing Bank and (ii) that the Parallel Debt represents Agent which is greater than the Administrative Agent’s own claim obligation to receive payment of such Parallel Debt each Lender under the Loan Documents. Without prejudice to the foregoing, it is agreed by the Euro Borrower; provided parties that (i) the total amount which may become amounts due under the Parallel Debt of the Euro Borrower and payable by any Obligor under this clause Clause 8.10 (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the "Parallel Debt under this clause (kDebt") shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally such Obligor has paid any amounts to the Lenders each Lender in respect of liabilities hereunder and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable vice versa and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (Bii) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt shall not exceed the aggregate of the corresponding obligations which any Obligor has to each Lender under the Loan Documents. Nothing in this Clause 8.10 shall in any way negate, affect or increase the Administrative Agent shall have otherwise received monies obligations of any Obligor to each Lender under the Loan Documents in irrevocable and unconditional payment respect of such Parallel Debtthe liabilities under the Credit Agreement. For the purpose of this Clause 8.10, the total amount due Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto and any security granted to the Agent to secure the Parallel Debt is granted to the Agent in its capacity as creditor of the Parallel Debt as well as any other capacity under the Foreign Obligations Loan Documents. Without limiting or affecting the Agent's rights against the Obligors (whether under this Clause 8.10 or under any other provision of the Loan Documents), the Agent agrees with each Lender (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights as parallel creditor except with the consent of each Lender. However, for the avoidance of doubt, nothing in the previous sentence shall be decreasedin any way limit the Agent's right to act in the protection or preservation of rights under, or to enforce any, Loan Document (or to do any act reasonably incidental to any of the foregoing).

Parallel Debt. For purposes Solely for the purpose of Luxembourg law and the Security Documents governed by German law Collateral Documents onlylaw: (ia) The Euro Borrower Each Grantor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Notes Collateral Trustee amounts equal to the aggregate of all Foreign Obligations to all the Lenders and the Issuing Bank any amounts owing from time to time due in accordance with by that Grantor to the terms and conditions of this Agreement (such payment undertaking Trustee and the obligations Holders under the Indenture and liabilities which the Notes as and when those amounts are due (the result thereof are referred to as “Parallel Debt”). (iib) Each of the parties to this Agreement Grantor acknowledges that the obligations of each Grantor under clause (ia) for this purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations above are several and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice toshall not in any way limit or affect, the Foreign Obligations corresponding obligations of that Grantor to the Trustee or any Holder under the Indenture and the Notes (its “Corresponding Debt”) nor shall the amounts for which the Euro Borrower owes to each Grantor is liable under clause (a) above (its Parallel Debt) be limited or affected in any Lender or Issuing Bank and way by its Corresponding Debt provided that: (iii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) each Grantor shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the Euro Borrower case of guaranty obligations) discharged; and (ii) the Corresponding Debt of each Grantor shall have irrevocably and unconditionally paid any amounts be decreased to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that its Parallel Debt has been irrevocably paid or (in the Euro Borrower shall have irrevocably case of guaranty obligations) discharged; and unconditionally paid any amounts to (iii) the Administrative Agent under amount of the Parallel Debt of a Grantor shall at all times be equal to the amount of its Corresponding Debt. (c) For the purpose of this Section 11.11, the Notes Collateral Trustee acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Collateral granted under the Security Documents governed by German law to the Notes Collateral Trustee to secure the Parallel Debt are granted to the Notes Collateral Trustee in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All moneys received or recovered by the Administrative Agent shall have otherwise Notes Collateral Trustee pursuant to this 11.11, and all amounts received monies in irrevocable and unconditional payment or recovered by the Notes Collateral Trustee from or by the enforcement of such any Collateral granted to secure the Parallel Debt, the total amount due under the Foreign Obligations shall be decreasedapplied in accordance with Section 3.4 of the Collateral Trust Agreement.

Parallel Debt. For purposes Without prejudice to the provisions of Luxembourg law any other Loan Document and German law Collateral Documents only: for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by the Pledgors (as defined in the Netherlands Share Pledge Agreements) under or pursuant to the Netherlands Share Pledge Agreements, each Lender, on behalf of itself and its Affiliates, and the other parties hereto acknowledge and consent to the Pledgors' undertaking to pay to Bank of America, in its own capacity, amounts (i) The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and the Issuing Bank amounts due from time to time by the Pledgors to the Lenders and their Affiliates in respect of all moneys owed by the Pledgors to the Lenders and their Affiliates under the Guaranties and (ii) due in accordance with and payable at the terms same time as the corresponding amounts of such moneys under the Guaranties are or shall be due and conditions of this Agreement payable (such payment undertaking and the obligations and liabilities which are resulting therefrom, the result thereof are referred to as “"Parallel Debt”"). (ii) . Each Lender, on behalf of itself and its Affiliates, and the other parties to this Agreement acknowledges hereto agree that (i) for this purpose, the Parallel Debt is a claim of the Euro Borrower constitutes undertakings, obligations Bank of America which is independent and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment claims of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and their Affiliates, if applicable, in respect of the Issuing Bank. (A) The total amount due moneys owed by the Euro Borrower as Pledgors under the Parallel Debt under this clause (k) shall be decreased Guaranties, and is not a claim which is held jointly with the Lenders and their Affiliates provided that to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts are paid to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent America under the Parallel Debt or the Administrative Agent shall have that Bank of America otherwise received monies receives moneys in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable in respect of the moneys owed by the Pledgors under the Foreign Obligations Guaranties shall be decreaseddecreased as if said amounts were received directly in payment of the outstanding moneys under the Guaranties. Bank of America, acting in its own capacity, hereby agrees to transfer to such account as may be specified by the Administrative Agent, for the benefit of the Lenders and their Affiliates all proceeds that it receives in connection with any enforcement action taken under or pursuant to the Netherlands Share Pledge Agreements.

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (i) The Euro Borrower Each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Facility Agent an amount amounts equal to any amounts owing by such Obligor (whether owed as borrower of a facility or as joint and several obligor) to the aggregate relevant Finance Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the Facility Agent shall be the obligee of all Foreign Obligations such covenant to all pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the Lenders relevant Finance Parties. The Obligors and the Issuing Bank from time to time due in accordance with the terms and conditions of Facility Agent acknowledge that for this Agreement (purpose such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations Obligors are several and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations identical obligations which the Euro Borrower owes Obligors have to the Finance Parties under the relevant Finance Documents, provided that this shall not, at the same time, result in any Obligor incurring an aggregate obligation to any Lender or Issuing Bank such Finance Parties under the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that (iii) that the amounts due and payable by any Obligor under this Clause 21.9 (the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (kDebt) shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally such Obligor paid any amounts to the Lenders and the Issuing Bank Finance Parties or any of them to reduce in respect of the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable Secured Liabilities and unconditional payment of such Foreign Obligations vice versa and (other than by virtue of paragraph (Bii) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or shall not exceed the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment aggregate of such Parallel Debt, the total amount due corresponding obligations which any Obligor has to the Finance Parties under the Foreign Obligations Finance Documents. Nothing in this Clause shall be decreasedin any way negate, affect or increase the obligations of any Obligor to any Finance Parties under the Finance Documents in respect of the Secured Liabilities. For the purpose of this Clause the Facility Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto and any security granted to the Facility Agent to secure the Parallel Debt is granted to the Facility Agent in its capacity as creditor of the Parallel Debt and solely for the purpose referred to above.

Parallel Debt. For purposes of Luxembourg law and German Netherlands law Collateral Documents only: (i) The Euro Borrower Agent irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and all the Issuing Bank Banks from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower Borrowers constitutes undertakings, obligations and liabilities of the Euro Borrower Borrowers to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower Agent owes to any Lender or any Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro BorrowerBorrower Agent; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower Agent under this clause (kl) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro any Borrower as the Parallel Debt under this clause (kl) shall be decreased to the extent that the Euro Borrower Agent shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank Banks or any of them to reduce the Euro BorrowerBorrower Agent’s outstanding Foreign Obligations or any Lender or any Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and and (B) To to the extent that the Euro Borrower Agent shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Foreign Obligations shall be decreased.

Parallel Debt. (a) For purposes the purpose of Luxembourg law ensuring and German law Collateral Documents only: (i) The Euro preserving the validity and continuity of the security rights granted and to be granted by Borrower under or pursuant to the Loan Documents, Borrower hereby irrevocably and unconditionally undertakes, as far as necessary in advancean abstract obligation (abstraktes Schuldversprechen), to pay to the Administrative Collateral Agent an amount amounts equal to and in the aggregate currency of all Foreign the Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement the Loan Documents and irrespective of any discharge of an obligor’s obligation to pay such amounts resulting from a failure by Collateral Agent or any Lender to take appropriate steps in insolvency, bankruptcy or similar proceedings affecting an obligor to preserve its respective right to be paid those amounts (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of Borrower and the parties to this Agreement acknowledges that Collateral Agent acknowledge that: (i) for this purpose, purpose the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower to the Administrative Collateral Agent and the Lenders under the Loan Documents which are separate and independent from, from and without prejudice to, the Foreign corresponding Obligations which Borrower have to each of the Euro Borrower owes to any Lender or Issuing Bank Collateral Agent and the Lender; and (ii) that the Parallel Debt represents the Administrative Collateral Agent’s and the Lenders’ own claim claims to receive payment of such the Parallel Debt by the Euro Borrower; Debt, provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may otherwise become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bankas Obligations. (Ac) The Every payment of monies made by Borrower to the Collateral Agent or any Lender shall be in satisfaction pro tanto of the Parallel Debt, provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent, for the ratable benefit of the Lenders, shall be entitled to receive the avoided or reduced amount of such payment from Borrower and Borrower shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision of this sub-clause (d), but notwithstanding any of the other provisions of this Section 4.4: (i) the total amount due by the Euro Borrower and payable as the Parallel Debt under this clause (k) Section 4.4 shall be decreased to the extent that an obligor pays any amounts to the Euro Borrower Collateral Agent or any Lender or any of them as a payment for the Obligations or the Collateral Agent or any Lender otherwise receives any amount in payment of (a part of) the Obligations; and (ii) to the extent that any obligor shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations Collateral Agent or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Collateral Agent or any Lender shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due under and payable by any obligor on account of the Foreign Obligations shall be decreaseddecreased as if said amounts were received directly in payment of the Obligations. Notwithstanding Section 11 of this Agreement with respect to choice of law, this Section 4.4 shall be governed by German law.

Parallel Debt. (a) For purposes the purpose of Luxembourg law ensuring and German law Collateral preserving the validity and continuity of the security rights granted and to be granted by the Borrowers under or pursuant to the Loan Documents only: (i) The Euro Borrower the Borrowers hereby irrevocably and unconditionally undertakesundertake, as far as necessary in advancean abstract obligation (abstraktes Schuldversprechen), to pay to the Administrative Agent an amount Bank amounts equal to and in the aggregate currency of all Foreign the Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement the Loan Documents and irrespective of any discharge of an obligor’s obligation to pay such amounts resulting from a failure by Bank to take appropriate steps in insolvency, bankruptcy or similar proceedings affecting an obligor to preserve its respective right to be paid those amounts (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of The Borrowers and the parties to this Agreement acknowledges that Bank acknowledge that: (i) for this purpose, purpose the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower Borrowers to Bank under the Administrative Agent Loan Documents which are separate and independent from, from and without prejudice to, the Foreign corresponding Obligations which the Euro Borrower owes Borrowers have to any Lender or Issuing Bank and Bank; and (ii) that the Parallel Debt represents the Administrative AgentBank’s own claim claims to receive payment of such the Parallel Debt by the Euro Borrower; Debt, provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may otherwise become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bankas Obligations. (Ac) The Every payment of monies made by the Borrowers to the Bank shall be in satisfaction pro tanto of the Parallel Debt, provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application Bank, shall be entitled to receive the avoided or reduced amount of such payment from the Borrowers and the Borrowers shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision of this sub-clause (d), but notwithstanding any of the other provisions of this Section 4.4: (i) the total amount due by the Euro Borrower and payable as the Parallel Debt under this clause (k) Section 4.4 shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally paid an obligor pays any amounts to the Lenders and the Issuing Bank or any of them to reduce as a payment for the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing the Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (Ba part of) hereafter)the Obligations; and (Bii) To to the extent that the Euro Borrower any obligor shall have irrevocably and unconditionally paid any amounts to the Administrative Agent Bank under the Parallel Debt or the Administrative Agent Bank shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due under and payable by any obligor on account of the Foreign Obligations shall be decreaseddecreased as if said amounts were received directly in payment of the Obligations. Notwithstanding Section 11 of this Agreement with respect to choice of law, this Section 4.4 shall be governed by German law.

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (ia) The Euro Borrower Each Parallel Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative European Agent an amount equal to the aggregate amount payable (verschuldigd) by such Parallel Obligor in respect of all Foreign its Corresponding Obligations to all the Lenders and the Issuing Bank as they may exist from time to time due in accordance with the terms and conditions of this Agreement (such time. The payment undertaking and of each Parallel Obligor to the obligations and liabilities which are the result thereof are European Agent under this paragraph (a) is hereinafter to be referred to as a “Parallel Debt”). Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations. (iib) 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 that (i) for this purpose, the each Parallel Debt constitutes an undertaking, obligation and liability of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower relevant Parallel Obligor to the Administrative European Agent which are is separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and Corresponding Obligations; and (ii) that the each Parallel Debt represents the Administrative European Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt by from relevant the Euro Borrower; provided that Parallel Obligor. (d) To the total extent the European Agent irrevocably (onaantastbaar) receives any amount which may become due under in payment of the Parallel Debt of a Parallel Obligor, the Euro Borrower under this clause (k) European Agent shall never exceed distribute such amount among the total amount which may become due under all the Foreign Obligations Secured Parties who are creditors of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Corresponding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel DebtObligor 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 total amount due under Corresponding Obligations of such Parallel Obligor to the Foreign Obligations relevant Secured Party shall be decreasedreduced by amounts totaling an amount (“Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Corresponding Obligations on the date of receipt by such Secured Party of the Received Amount.

Parallel Debt. For purposes of Luxembourg law and German law Collateral Documents only: (i) The Euro Each UK Borrower irrevocably and unconditionally undertakesundertakes (such undertaking, as far as necessary in advance, the “Parallel Debt”) to pay to the Administrative Agent by way of an amount abstract acknowledgement of debt amounts equal to the aggregate of all Foreign present and future UK Obligations (the “Underlying Secured Debt”) including, without limitation, all principal and interest, costs, charges, expenses, fees, attorney’s fees and disbursements, damages, based on contract, unjust enrichment or tort, indemnities or other amounts payable in relation to all the Lenders foregoing. Such abstract acknowledgement of debt shall constitute an independent right of the Agent to demand and receive payment of the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each The obligations of the parties UK Borrowers under this Agreement, any Bank Product Agreement, the Foreign Guaranty and any other Loan Document to make payments to the Agent, the Bank Product Providers and/or the Lenders shall remain unaffected and are independent from the Parallel Debt. The Parallel Debt against the UK Borrowers hereunder may be enforced separately from the claims of the Agent, the Bank Product Providers and the members of the Lender Group in respect of the same payment obligation of the UK Borrowers under this Agreement acknowledges Agreement, any Bank Product Agreement, the Foreign Guaranty and any other Loan Document. (iii) The Agent shall only enforce the Parallel Debt to the extent that the equivalent obligations and other claims of the Agent, the Bank Product Providers or the Lender Group (as applicable) are due under the Underlying Secured Debt. (iv) For the avoidance of doubt, the Agent, each Loan Party and each UK Borrower acknowledge and agree that: (i) for this purpose, the Parallel Debt of the Euro each UK Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that its Underlying Secured Debt has been irrevocably paid or (in the Euro case of guarantee obligations) discharged; (ii) the Underlying Secured Debt of each UK Borrower shall have irrevocably and unconditionally paid any amounts be decreased to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that its Parallel Debt has been irrevocably paid or (in the Euro Borrower shall have irrevocably case of guarantee obligations) discharged; and unconditionally paid any amounts to (iii) the Administrative Agent under amount of the Parallel Debt shall at all times be equal to the amount of its Underlying Secured Debt. (v) The Parallel Debt is owed to the Agent in its own name on behalf of itself and not as agent or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment representative of such Parallel Debt, the total amount due under the Foreign Obligations shall be decreasedany other person or as trustee.

Parallel Debt. For purposes of Luxembourg law and German Netherlands law Collateral Documents only: (i) The Euro Borrower Agent irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and all the Issuing Bank Banks from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower Borrowers constitutes undertakings, obligations and liabilities of the Euro Borrower Borrowers to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower Agent owes to any Lender or any Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro BorrowerBorrower Agent; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower Agent under this clause (kl) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower Borrowers to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro any Borrower as the Parallel Debt under this clause (kl) shall be decreased to the extent that the Euro Borrower Agent shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank Banks or any of them to reduce the Euro BorrowerBorrower Agent’s outstanding Foreign Obligations or any Lender or any Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and and (B) To to the extent that the Euro Borrower Agent shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Foreign Obligations shall be decreased.

Parallel Debt. For purposes (a) Subject to the Guarantee Limitations, notwithstanding any other provision of Luxembourg law and German law Collateral Documents only: (i) The Euro Borrower any other Security Document, each Note Obligor hereby irrevocably and unconditionally undertakesundertakes (where applicable, as far as necessary in advance, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Administrative Collateral Agent an amount amounts equal to the aggregate any amounts due in respect of all Foreign Parity Lien Obligations to all of such Note Obligor under the Lenders Notes (including Additional Notes), the Indenture and any other Security Document, other than its Parallel Debts (as defined below) (the Issuing Bank “Corresponding Debt”) as they may exist from time to time due in accordance with the terms and conditions time. The payment undertakings of each Note Obligor under this Agreement Section 5.15 (such payment undertaking and the obligations and liabilities which Parallel Debt) are the result thereof are each to be referred to as a “Parallel Debt”). For the avoidance of any doubt, the Collateral Agent’s role is purely administrative and subject to the provisions of the Parity Lien Document to which it is a party. (iib) Each of Note Obligor and the parties to this Agreement acknowledges Collateral Agent acknowledge that (i) for this purpose, the each Parallel Debt of the Euro Borrower constitutes undertakingsan undertaking, obligations obligation and liabilities of the Euro Borrower liability to the Administrative Collateral Agent which are is separate and independent from, and without prejudice to, the Foreign Obligations which Corresponding Debt of the Euro Borrower owes relevant Note Obligor and shall not in any way limit or affect, the Corresponding Debt of that Note Obligor to any Lender Secured Party under the Indenture or Issuing Bank and (iiany Security Document(ii) that the each Parallel Debt represents the Administrative Collateral Agent’s own separate and independent claim to receive payment of such the Parallel Debt by from the Euro Borrower; provided that the total amount which may become due under relevant Note Obligor, it being understood, in each case, that: (i) the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) each Note Obligor shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the Euro Borrower case of guarantee obligations) discharged; and (ii) the Corresponding Debt of each Note Obligor shall have irrevocably and unconditionally paid any amounts be decreased to the Lenders extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the Issuing Bank amounts which may be payable by each Note Obligor as Parallel Debt shall at all times be equal to the amount of its Corresponding Debt and (iv) the amounts which may be payable by each Note Obligor as Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Debt at that time. (c) For the purpose of this Section 5.15, the Collateral Agent will act in its own name, as Collateral Agent hereunder, referencing such capacity as applicable, and its claims in respect of the Parallel Debts shall not be held by it as trustee. The Liens granted under the Security Documents to the Collateral Agent to secure the Parallel Debts are granted to the Collateral Agent in its capacity as creditor of the Parallel Debts and shall not be held in trust. (d) All moneys received or recovered by the Collateral Agent pursuant to this Section 5.15, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure the Parallel Debts, shall be applied in accordance with Section 3.4. (e) Without limiting or affecting the Collateral Agent’s rights against the Note Obligors (whether under this Section 5.15 or under any other provision of the Security Documents), each Note Obligor acknowledges that nothing in this Section 5.15 shall impose any obligation on the Collateral Agent to advance any sum to any Note Obligor or otherwise under any Security Document. (f) For the avoidance of doubt, the Parallel Debt will become due and payable (opeisbaar) at the same time the Corresponding Debt becomes due and payable. An event of default in respect of the Corresponding Debt shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debts without any notice being required. (g) The obligations of each Note Obligor under this Section shall be subject to, and limited to the extent set out in, the Guarantee Limitations mutatis mutandis (if any) applicable to such Note Obligor. (h) For the purpose of any Security Document governed by German law, each party to this Agreement agrees that the Collateral Agent shall together with the other Secured Parties be the joint and several creditors (Gesamtgläubiger) of each and every obligation of the relevant Note Obligor under the relevant Security Document governed by German law, and that accordingly the Collateral Agent will have its own and independent right to demand performance by the relevant Note Obligor of its obligations (Gesamtgläubigerschaft) in full. (i) For the purpose of any Security Document governed by Swiss law (the “Swiss Security Documents”): (1) the Collateral Agent holds: (A) any Lien created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations other non-accessory (other than by virtue of paragraph nicht akzessorische) security; (B) hereafter)the benefit of this Section 5.15; and (C) any proceeds and other benefits of such Lien as indirect representative (indirekter Stellvertreter) in its own name, but for the account of all relevant Secured Parties which have the benefit of such security in accordance with this Agreement and the respective Swiss Security Document; (2) each present and future Secured Party hereby authorizes the Collateral Agent: (A) to (a) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Secured Party and (a) hold, administer and, if necessary, enforce any such Lien on behalf of each relevant Secured Party which has the benefit of such Security; (B) To the extent that the Euro Borrower shall have irrevocably to agree as its direct representative (direkter Stellvertreter) to amendments and unconditionally paid alterations to any amounts Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) Lien; (C) to effect as its direct representative (direkter Stellvertreter) any release of a Security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Agreement; and (D) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Administrative Collateral Agent hereunder or under the Parallel Debt or relevant Swiss Security Document; (3) each present and future Secured Party hereby authorizes the Administrative Agent shall have otherwise received monies Collateral Agent, when acting in irrevocable and unconditional payment its capacity as creditor of such the Parallel Debt, to hold: (A) any Swiss law pledge or any other Swiss law accessory (akzessorische) Lien; (B) any proceeds of such Lien; and (C) the total amount due benefit of this paragraph and of the Parallel Debt, as creditor in its own right but for the benefit of such Secured Parties in accordance with this Agreement. (j) This Section 5.15 (i) is included in this Agreement solely for the purpose of ensuring the validity and effect of certain security rights governed by the laws of France, Germany, Netherlands and/or Switzerland, granted pursuant to the applicable Security Documents and (ii) for the avoidance of doubt, shall not limit the rights and remedies provided to the Secured Parties by the other provisions hereof and of the other Parity Lien Documents. Moreover, notwithstanding any provisions of any Parity Lien Document or any present or future law to the contrary, the Collateral Agent has no rights and responsibilities under the Foreign Obligations shall be decreasedthis Agreement or any Parity Lien Document other than in its capacity as Collateral Agent, as expressly provided herein or in such Parity Lien Document.

Parallel Debt. For purposes Without prejudice to the provisions of Luxembourg law any other Loan Document and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by each Pledgor (as defined in the Netherlands Share Pledge Agreements and/or in the German law Collateral Documents only: Pledge Agreements) under or pursuant to the Netherlands Share Pledge Agreements and/or the German Pledge Agreements, each Lender, on behalf of itself and its Affiliates, and the other parties hereto acknowledge and consent to each Pledgor's undertaking to pay to Bank of America, in its own capacity, amounts (i) The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and the Issuing Bank amounts due from time to time by such Pledgor to the Lenders and their Affiliates in respect of all moneys owed by such Pledgor to the Lenders and their Affiliates under the Guaranties and (ii) due in accordance with and payable at the terms same time as the corresponding amounts of such moneys under the Guaranties are or shall be due and conditions of this Agreement payable (such payment undertaking and the obligations and liabilities which are resulting therefrom, the result thereof are referred to as “"Parallel Debt”"). (ii) . Each Lender, on behalf of itself and its Affiliates, and the other parties to this Agreement acknowledges hereto agree that (i) for this purpose, the Parallel Debt is a claim of the Euro Borrower constitutes undertakings, obligations Bank of America which is independent and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment claims of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and their Affiliates, if applicable, in respect of the Issuing Bank. (A) The total amount due moneys owed by each Pledgor under the Euro Borrower as Guaranties, and is not a claim which is held jointly with the Parallel Debt under this clause (k) shall be decreased Lenders and their Affiliates provided that to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts are paid to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and (B) To the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent America under the Parallel Debt or the Administrative Agent shall have that Bank of America otherwise received monies receives moneys in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable in respect of the moneys owed by each Pledgor under the Foreign Obligations Guaranties shall be decreaseddecreased as if said amounts were received directly in payment of the outstanding moneys under the Guaranties. Bank of America, acting in its own capacity, hereby agrees to transfer to such account as may be specified by the Administrative Agent, for the benefit of the Lenders and their Affiliates all proceeds that it receives in connection with any enforcement action taken under or pursuant to the Netherlands Share Pledge Agreements and/or the German Pledge Agreements." (aa) Schedule 2.1 to the Credit Agreement is, effective only for dates of determination subsequent to the Amendment No. 3 Effective Date, amended in its entirety and replaced with Schedule 2.1 attached hereto. (bb) Schedule 2.9(e) to the Credit Agreement is amended in its entirety and replaced with Schedule 2.9(e) attached hereto. (cc) A new Schedule 5.1A(g), in the form attached hereto, is inserted into the Credit Agreement in proper numerical order. (dd) Section II of Exhibit C to the Credit Agreement is amended as follows: (i) Deleting the word "Acquisition" from clause A(10) thereof;

Parallel Debt. For purposes of Luxembourg law and German Netherlands law Collateral Documents only: (i) The Euro Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Foreign Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Euro Borrower constitutes undertakings, obligations and liabilities of the Euro Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Foreign Obligations which the Euro Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Euro Borrower; provided that the total amount which may become due under the Parallel Debt of the Euro Borrower under this clause (k) shall never exceed the total amount which may become due under all the Foreign Obligations of the Euro Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Euro Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Euro Borrower’s outstanding Foreign Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Foreign Obligations (other than by virtue of paragraph (B) hereafter); and and (B) To to the extent that the Euro Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received otherwisereceived monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Foreign Obligations shall be decreased.