Common use of Parallel Debt Clause in Contracts

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (A) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Co-Issuers and each Guarantor to the Collateral Trustee, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Co-Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 10.02, shall be owing as a separate and independent joint and several obligation of the Co-Issuers and each Guarantor to the Collateral Trustee (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (Ab) The Issuer and, subject to Section 12.06Co-Issuers, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges Trustee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, joint and several obligations and liabilities of the Issuer Co-Issuers and each Subsidiary Guarantor to the Collateral Trustee under Section 11.09(A) above are several this Indenture and the Security Documents which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations under the Notes and Guarantees which the Co-Issuers or such Guarantor has to the Holders and (ii) that the Parallel Debt represents the Collateral Trustee’s claims as Collateral Trustee to receive payment of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided thatthat the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Notes and Guarantees; provided, further, that the Collateral Trustee shall exercise its rights with respect to the Parallel Debt solely in accordance with this Indenture and the Security Documents. (c) Every payment of monies made by the Co-Issuers or a Guarantor to the Collateral Trustee 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 Co-Issuers or such Guarantor contained in Section 11.13(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Trustee shall be entitled to receive the amount of such payment from the Co-Issuers or such Guarantor and the Co-Issuers or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 11.13: (i) The the total amount due and payable as Parallel Debt of the Issuer and each Subsidiary Guarantor under this Section 11.13 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been the Co-Issuers or a Guarantor shall have paid any amounts to the Collateral Trustee or (to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Collateral Trustee or the Trustee on behalf of the Holders otherwise receives any amount in payment of the case of guarantee obligations) dischargedNotes and the Guarantees; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been the Co-Issuers or a Guarantor shall have paid any amounts to the Trustee or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, to the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Trustee under the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under or the Security Documents to Trustee or the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent Trustee shall have otherwise received monies in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement payment of any Collateral granted to secure the Parallel Debt, the total amount due and payable under the Notes and the Guarantees shall be applied decreased as if said amounts were received directly in accordance with this Indenturepayment of the Notes and Guarantees.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). a) Each Obligor (A) The Issuer and, subject to Section 12.06in this Clause, each Subsidiary Guarantor hereby irrevocably a “Security Party” and unconditionally undertakes to together the “Security Parties”) agrees, as primary obligor and not as a surety, that promptly on demand of the Security Trustee it will pay to the Collateral Agent amounts equal to Security Trustee any amounts owing Secured Obligation which is due and unpaid from time to time by in accordance with the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. Finance Documents (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand any payment by a Security Party to the extent that its Corresponding Debt has been paid or Security Trustee pursuant to this Clause 32.7 shall satisfy pro tanto the amounts due and payable to the Finance Parties; (in ii) any payment by a Security Party to the case of guarantee obligations) dischargedFinance Parties shall satisfy pro tanto the amounts due and payable to the Security Trustee pursuant to this Clause 32.7; and (iiiii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand any payment by a Security Party to the extent that its Parallel Debt has been paid Security Trustee or (in the Finance Parties, as the case may be, shall satisfy such Obligor’s obligation under this Clause 32.7 unless such payment is subsequently avoided or reduced by virtue of guarantee obligations) dischargedany bankruptcy, insolvency, liquidation or similar laws. (Cb) Each Security Party, the Security Trustee and each Finance Party acknowledges that the Parallel Debt is enforceable by the Security Trustee on its own behalf. For the purposes avoidance of doubt, each of the parties hereto agree that this Section 11.09Clause 32.7 shall continue to apply notwithstanding there has been a change in the Security Trustee in accordance with Schedule 5 (Security Trustee Provisions). (c) Neither the obligations of the Security Parties contained in this Agreement nor the rights, powers and remedies conferred on the Collateral Agent acts in its own name and not as a trustee, and its claims Security Trustee and/or the Finance Parties in respect of the Parallel Debt shall not be held on trust and instead Security Parties by this Agreement or by Law shall be owed discharged, impaired or otherwise affected by: (i) the winding-up, dissolution, administration or re-organisation of any Security Party or any other person or any change in the status, function, control or ownership of any Security Party or any such person; (ii) any of the obligations of any Security Party or any other person under any of the Finance Documents or any security held by the Security Trustee and/or any Finance Party therefor being or becoming illegal, invalid, unenforceable or ineffective in any respect; (iii) any time or other indulgence being granted to it or agreed (i) to or with any Security Party or any other person in respect of its individual capacity. The Collateral obligations or (ii) in respect of any security granted under any of the Finance Documents; (iv) any amendment to, or any variation, waiver or release of, any obligation of, or any security granted by, any Security Party or any other person under any of the Finance Documents; (v) any total or partial failure to take, or perfect, any security proposed to be taken in respect of the obligations of any Security Party or any other person under any of the Finance Documents; (vi) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any security held by the Security Trustee and/or any Finance Party in respect of any Security Party’s obligations under any of the Finance Documents; or (vii) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any of the Security Parties under this Agreement or any of the rights, powers or remedies conferred upon the Security Trustee and/or any Finance Party or any of them by this Agreement, any of the Finance Documents to or by Law. (d) For the Collateral Agent to secure avoidance of doubt, the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, each Security Party shall be applied in accordance with this Indenturedeemed to constitute a single obligation of such Security Party.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT)a) Each Secured Party appoints the Collateral Agent to act as its agent under and in connection with this Agreement and the other Finance Documents. (Ab) The Issuer andEach Secured Party authorizes the Collateral Agent to exercise the rights, subject powers, authorities and discretions specifically given to Section 12.06the Collateral Agent under or in connection with this Agreement and the other Finance Documents, together with any other incidental rights, powers, authorities and discretions. (c) Notwithstanding any other provision of this Agreement, each Subsidiary Guarantor Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time and in the currency of each amount payable by such Loan Party to time by Secured Parties pursuant to the Issuer or that Subsidiary Guarantor Obligations (not including the payment obligations to any Secured Party under any Note Document the Collateral Agent pursuant to this Section 10.12) as and when those amounts are that amount falls due and payablefor payment under the relevant Finance Document. (Bd) The Issuer, Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Subsidiary Guarantor Loan Party under this Section 10.12. (e) Any amount due and payable by a Loan Party to the Collateral Agent acknowledges under this Section 10.12 shall be decreased to the extent that the obligations other Secured Parties have received (and are able to retain) payment in full of the Issuer corresponding amount under the other provisions of the Finance 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 Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 10.12. (f) The rights of the Secured Parties (other than the Collateral Agent to receive payment of amounts payable by each Subsidiary Guarantor under Section 11.09(ALoan Party pursuant to the Obligations) above are several and are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable to receive payment under this Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged10.12. (Cg) For the purposes of this Section 11.0910.12, the Collateral Agent acts in its own name “Finance Document” means any Loan Document and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustany other agreement governing an Obligation. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andNotwithstanding any other provision of this Agreement, subject and solely for the purpose of security granted under German law pursuant to Section 12.06any Security Document, each Subsidiary Guarantor Borrower and the other Credit Parties hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Credit Party to any Secured Party Parties under any Note Document Secured Debt Agreement as and when those amounts are due and payablefor payment under the relevant Secured Debt Agreement. (Bb) The Issuer, each Subsidiary Guarantor Each Borrower and the Collateral Agent acknowledges other Credit Parties acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Credit Party under Section 11.09(A13.22(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Credit Party to any Secured Party under any Note Document Secured Debt Agreement (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Credit Party is liable under Section 11.09(A13.22(a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: that (iA) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Credit Party shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligationsGuaranteed Obligations) discharged; and and (iiB) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Credit Party shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligationsthe Obligations) discharged. (Cc) For the purposes of this Section 11.09, the Collateral 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 and instead shall be owed to it in its individual capacitytrust. The Collateral security interest granted under the Security Documents Secured Debt Agreements to the Collateral Administrative Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on in trust. (Dd) All moneys monies received or recovered by the Collateral Administrative Agent pursuant to this Section 11.0913.22, and all amounts received or recovered by the Collateral Administrative Agent from or by the enforcement of any Collateral security interest granted to secure the Parallel Debt, shall be applied in accordance with this IndentureAgreement. (e) Without limiting or affecting the Administrative Agent’s rights against the Credit Parties (whether under this Section 13.22 or under any other provision of the Secured Debt Agreements) each Credit Party acknowledges that (A) nothing in this Section 13.22 shall impose any obligation on the Administrative Agent to advance any sum to any Credit Party or otherwise under any Secured Debt Agreement, except in its capacity as Lender; and (B) for the purpose of any vote taken under any Secured Debt Agreements, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall ) provided that: (i) the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the Parallel Debt of an Obligor shall not exceed its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause 30, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Secured Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in accordance with paragraph 15 (Order of application) of Schedule 7 (Security Agency provisions) of this IndentureAgreement. (e) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this Clause or under any other provision of the Finance Document), each Obligor acknowledges that: (i) nothing in this Clause shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Finance Document, except in its capacity as Senior Lender; and (ii) for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject Subject to the limitations set forth in Section 12.062.07 of the Guarantee Agreement, each Subsidiary Guarantor Loan Party hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by such Loan Party (taking into account the Issuer or that Subsidiary Guarantor limitations set forth in Section 2.07 of the Guarantee Agreement) to any Secured Party under this Agreement and any Note other Loan Document pursuant to any Obligations as and when those amounts are due and payableunder any Loan Document. (Bb) The Issuer, each Subsidiary Guarantor Collateral Agent shall have its own independent right to demand payment of the Parallel Debt by the Loan Party. Each Loan Party and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Loan Party under this Section 11.09(A) above 8.17 are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured each Loan Party under this Agreement or any Note other Loan Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Loan Party is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Loan Party shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or discharged (other than, in the case of guarantee each case, contingent obligations) discharged; and); (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor a Loan Party shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or discharged; (in iii) the case amount of guarantee obligationsthe Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt; and (iv) dischargedfor the avoidance of doubt, the Parallel Debt of a Loan Party will become due and payable at the same time when its Corresponding Debt becomes due and payable. (Cc) For the purposes purpose of this Section 11.098.17, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral Lien granted under the Security Documents any German Collateral Document with respect to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Agreement or any other Loan Document), each of the Loan Party acknowledges that: (i) nothing in this Agreement shall impose any obligation on the Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other than 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 be interpreted so as to increase the maximum total amount of the Obligations. (f) The Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Secured Parties under any of the other Loan Documents, be it by virtue of assignment, novation or otherwise. (g) All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.09, Agreement and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security granted to secure the Parallel Debt, Debt shall be applied in accordance with this Indenturethe applicable Security Document.

Parallel Debt. For the purposes of taking and ensuring the continuing validity of security (COVENANT TO PAY THE COLLATERAL AGENT). (A"PARALLEL DEBT SECURITY") The Issuer and, under those Security Documents subject to Section 12.06the laws of (or to the extent affecting assets situated in) Germany and such other jurisdictions as the Arranger and the Borrower (each acting reasonably) agree, notwithstanding any contrary provision in the Finance Documents: 23.10.1 the Borrower undertakes (such undertakings, the "PARALLEL OBLIGATIONS") to pay to the Security Trustee amounts equal to all present and future amounts (the "ORIGINAL OBLIGATIONS") owing by it to a Lender under the Finance Documents; 23.10.2 the Security Trustee shall have its own independent right to demand and receive payment of the Parallel Obligations; 23.10.3 the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which any Lender shall have an independent right to demand payment; 23.10.4 notwithstanding Clauses 23.10.2 and 23.10.3, payment by any of the Borrower of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Lender and payment by the Borrower of its Original Obligations to the relevant Lender shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Security Trustee; 23.10.5 the Parallel Obligations are owed to the Security Trustee in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and the security created pursuant to the Security Documents shall secure the Parallel Obligations so owing; 23.10.6 without limiting or affecting the Security Trustee's right to protect, preserve or enforce its rights under any Security Document, the Security Trustee undertakes to each Subsidiary Guarantor hereby irrevocably and unconditionally Lender not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Lender; and 23.10.7 the Security Trustee undertakes to pay to the Collateral Agent amounts equal to Lenders any amounts owing from time to time amount collected or received by the Issuer it in payment or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations partial payment of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, Parallel Obligations and shall not distribute any amount so received to the Lenders in any way limit or affect, accordance with the corresponding obligations terms of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party Finance Documents as joint creditors of any Corresponding Debt, nor shall the if such amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has had been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims received in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustOriginal Obligations. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Party under any Note Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Party under any Note Finance Document (its “"Corresponding Debt”), nor shall it constitute the Collateral Agent ") and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(Aparagraph (a) above (its “"Parallel Debt”") shall not be limited or affected in any way by its Corresponding Debt; , provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iiiii) The Corresponding the amount of the Parallel Debt of the Issuer and each Subsidiary Guarantor an Obligor shall at all times be decreased and the Collateral Agent shall not demand payment equal to the extent that amount of its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedCorresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause ‎‎32.13, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Finance Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause ‎‎32.13, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in accordance with Clause ‎‎32.6 (Partial payments). (e) Without limiting or affecting the Security Agent's rights against the Obligors (whether under this IndentureClause ‎‎32.13 or under any other provision of the Finance Documents), each Obligor acknowledges that: (i) nothing in this Clause ‎‎32.13 shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Finance Document, except in its capacity as Lender; and (ii) for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Borrower to any of the Secured Party Parties under any Note Loan Document as and when when, and in the currency in which, those amounts are due (the “Parallel Debt”); provided that, for the avoidance of doubt, notwithstanding any other provision hereof, the aggregate amount owed by the Borrower under or in connection with this Agreement or any other Loan Document (including in connection with the Parallel Debt or otherwise) shall not exceed the aggregate amount of the Obligations. Following this, notwithstanding anything to the contrary in any of the Loan Documents, each party agrees that the Administrative Agent shall be the joint and payableseveral creditor (Gesamtgläubiger) (together with each Secured Party (other than the Administrative Agent)) of each and every of the Obligations of the Borrower towards each of the Secured Parties (other than the Administrative Agent) under any of the Loan Documents, and that accordingly the Administrative Agent will have its own independent right to demand performance by the Borrower of the Obligations. (Bb) The Issuer, each Subsidiary Guarantor Borrower and the Collateral Administrative Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Borrower under Section 11.09(Aparagraph (a) above are several and are separate and independent fromfrom the Obligations, and that the Collateral shall also serve, and shall not in any way limit or affectat all times be deemed to be granted according to the Security Agreements, as collateral security for the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has Obligations have been irrevocably paid or (in the case of guarantee obligationsany guarantees hereunder) discharged; and; (ii) The Corresponding Debt the Obligations of the Issuer and each Subsidiary Guarantor Borrower shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or discharged; and (in iii) the case Parallel Debt of guarantee obligations) dischargedthe Borrower shall not exceed its Obligations. (Cc) For The Administrative Agent shall hold the purposes of this Section 11.09, claims against the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Borrower under the Parallel Debt shall not be held on trust and instead shall be owed to it structure under this Section 11.10 as agent for the Secured Parties in its individual capacityaccordance with the provisions of this Agreement. The Collateral granted Administrative Agent shall distribute any amounts received under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to claims among the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied Secured Parties in accordance with the provisions of this IndentureAgreement as if such amount was received under the Obligations.

Parallel Debt. For the purpose of taking and ensuring the continuing validity of each Lien on the Second Lien Collateral granted under the Second Lien Collateral Documents governed by the laws of (COVENANT TO PAY THE COLLATERAL AGENT).or to the extent affecting assets situated in) Switzerland, the Netherlands or any other jurisdiction in which an effective Lien cannot be granted in favor of the Second Lien Collateral Agent as trustee or agent for some or all of the Second Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document: (Aa) The each Issuer and, subject to Section 12.06, each Subsidiary and Guarantor hereby irrevocably and unconditionally undertakes to pay to the Second Lien Collateral Agent amounts as an independent and separate creditor an amount (the “Parallel Obligations”) equal to any to: (i) all present and future, actual or contingent amounts owing from time to time by the such Issuer or that Subsidiary Guarantor to any Second Priority Notes Secured Party Parties under any or in connection with the Note Document Documents as and when the same fall due for payment under or in connection with the Note Documents (including, for the avoidance of doubt, any change, extension or increase in those amounts are due and payable. (B) The Issuerobligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Note Document, in each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations case whether or not anticipated as of the Issuer Issue Date) and each Subsidiary Guarantor under Section 11.09(A(ii) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the amount which such Issuer or that Subsidiary Guarantor owes to any Second Priority Notes Secured Party under any Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (its the “Corresponding DebtOriginal Obligations”); (b) the Second Lien Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, nor without limitation, any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings) and the Parallel Obligations shall it not constitute the Second Lien Collateral Agent and any Note other Second Priority Notes Secured Party as joint creditors creditors; (c) the Parallel Obligations shall not limit or affect the existence of any Corresponding Debt, nor shall the amounts Original Obligations for which the Second Priority Notes Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above: (i) the Parallel Obligations shall be decreased to the extent the Second Lien Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations to the Second Lien Collateral Agent and the Original Obligations shall be decreased to the same extent; (ii) payment by any Issuer or Guarantor of its Original Obligations to the relevant Second Priority Notes Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Second Lien Collateral Agent; and (iii) if any Original Obligation is subject to any limitations under the Note Documents, then the same limitations shall apply mutatis mutandis to the relevant Parallel Obligation corresponding to that Original Obligation; (e) the Parallel Obligations are owed to the Second Lien Collateral Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee and all property subject to a Lien on Second Lien Collateral shall secure the Parallel Obligations so owing to the Second Lien Collateral Agent in its capacity as creditor of the Parallel Obligations; (f) each Subsidiary Issuer and Guarantor is liable irrevocably and unconditionally waives any right it may have to require a Second Priority Notes Secured Party to join any proceedings as co-claimant with the Second Lien Collateral Agent in respect of any claim by the Second Lien Collateral Agent against any Issuer or Guarantor under this Section 11.09(A13.11; (g) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided each Issuer and Guarantor agrees that: (i) The Parallel Debt any defect affecting a claim of the Issuer and each Subsidiary Guarantor shall be decreased and the Second Lien Collateral Agent shall against any Issuer or Guarantor under this Section 13.11 will not demand payment to affect any claim of a Second Priority Notes Secured Party against such Issuer or Guarantor under or in connection with the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedSecond Lien Documents; and (ii) The Corresponding Debt any defect affecting a claim of a Second Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the Issuer and each Subsidiary Guarantor shall be decreased and the Second Lien Collateral Agent shall not demand under this Section 13.11; and (h) if the Second Lien Collateral Agent returns to any Issuer or Guarantor, whether in any kind of insolvency proceeding or otherwise, any recovery in respect of which it has made a payment to a Second Priority Notes Secured Party, that Second Priority Notes Secured Party must repay an amount equal to that recovery to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedSecond Lien Collateral Agent. (Ci) For the purposes of this Section 11.09any Second Lien Collateral Document governed by Dutch law, any resignation by the Second Lien Collateral Agent acts in is not effective with respect to its own name and not as a trustee, and its claims in respect of rights under the Parallel Debt shall not be held on trust Obligations until all rights and instead shall be owed to it in its individual capacity. The Collateral granted obligations under the Security Documents Parallel Obligations have been assigned to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered assumed by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied successor agent appointed in accordance with this Indenture. (j) The Second Lien Collateral Agent will reasonably cooperate in transferring its rights and obligations under the Parallel Obligations to a successor agent in accordance with this Indenture and will reasonably cooperate in transferring all rights and obligations under any Second Lien Collateral Document to such successor agent. All Guarantors and Issuers hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of rights and obligations by the Second Lien Collateral Agent to a successor collateral agent in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andFor the purpose of ensuring and preserving the validity and continuity of the security rights granted or to be granted under or pursuant to the German Share Pledge Documetns, subject to Section 12.06, each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes undertakes, as an abstract obligation (abstraktes Schuldversprechen), to pay to the Collateral Agent amounts equal to any amounts owing and in the currency of the Obligations from time to time due in accordance with the terms and conditions of the Loan Documents and irrespective of any discharge of an obligor’s obligation to pay such amounts resulting from a failure by the Issuer Collateral Agent or that Subsidiary Guarantor a Lender to any Secured Party under any Note Document as and when take appropriate steps in insolvency, bankruptcy or similar proceedings affecting an obligor to preserve its respective right to be paid those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor such payment undertaking and the Collateral Agent acknowledges that obligations and liabilities which are the obligations of result thereof the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”). (b) be limited or affected in any way by its Corresponding Debt; provided Borrower and Collateral Agent acknowledge that: (i) The for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of Borrower to Collateral Agent under the Issuer Loan Documents which are separate and independent from and without prejudice to, the corresponding Obligations which Borrower has to each Subsidiary Guarantor shall be decreased of Collateral Agent and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedLenders; and (ii) The Corresponding the Parallel Debt represents Collateral Agent’s own claims to receive payment of the Issuer Parallel Debt, provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may otherwise become due as Obligations. (c) Every payment of monies made by Borrower to Collateral Agent 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 Collateral Agent shall be entitled to receive the avoided or reduced amount of such payment from Borrower and each Subsidiary Guarantor 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 12.3: (i) the total amount due and payable as Parallel Debt under this Section 12.3 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid an obligor pays any amounts to Collateral Agent or a Lender or any of them as a payment for the Obligations or Collateral Agent or any Lender otherwise receives any amount in payment of (in a part of) the case of guarantee obligations) discharged.Obligations; and (Cii) For to the purposes of this Section 11.09, the extent that any obligor shall have paid any amounts to Collateral Agent acts in its own name and not as a trustee, and its claims in respect of under the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the or Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent shall have otherwise received monies in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement payment of any Collateral granted to secure the Parallel Debt, the total amount due and payable by any obligor on account of the Obligations shall be applied decreased as if said amounts were received directly in accordance with this Indenturepayment of the Obligations.

Parallel Debt. For the purposes of taking and ensuring the continuing validity of Security Interests purported to be created under those Security Documents subject to the laws of (COVENANT TO PAY THE COLLATERAL AGENTor to the extent affecting assets situated in) Germany and such other jurisdictions as the Facility Agent and the Company (each acting reasonably) may agree (the Parallel Debt Security)., notwithstanding any contrary provision in any Finance Document: (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably and unconditionally Obligor undertakes (such undertakings being the Parallel Obligations) to pay to the Collateral Security Agent amounts equal to any all present and future amounts (the Original Obligations) owing from time by it to time by the Issuer or that Subsidiary Guarantor to any Secured a Finance Party under any Note Document as and when those amounts are due and payable.Finance Document; (Bb) The Issuer, each Subsidiary Guarantor and the Collateral Security Agent acknowledges that the obligations shall have its own independent right to demand payment of the Issuer and each Subsidiary Guarantor under Section 11.09(AParallel Obligations; (c) above are several and are separate and independent from, and the Parallel Obligations shall not in any way limit or affect, affect the corresponding obligations existence of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts Original Obligations for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Finance Parties shall have an independent right to demand payment; (id) The notwithstanding paragraphs (b) and (c) above, payment by an Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Finance Parties and payment by an Obligor of its Original Obligations to the relevant Finance Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Security Agent; (e) the Parallel Obligations are owed to the Security Agent in its own name and the Parallel Debt Security shall secure the Parallel Obligations so owing; (f) without limiting or affecting the Security Agent’s right to protect, preserve or enforce its rights under any Security Document, the Security Agent undertakes to each Finance Party not to exercise its rights in respect of the Issuer and each Subsidiary Guarantor shall be decreased and Parallel Obligations without the Collateral consent of the relevant Finance Party; (g) the Facility Agent shall not demand payment undertakes to distribute to the extent that its Corresponding Debt Finance Parties an amount equal to any amounts collected or received by the Security Agent which it has applied in reduction of the Parallel Obligations in accordance with the terms of this Agreement as if the Original Obligations had not been paid or (in the case of guarantee obligations) discharged; and (iih) The Corresponding Debt of any claim arising under this Clause 2.7 (Parallel Debt) shall become time barred (verjährt) 10 years after the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes date of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustAgreement. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andEach Guarantor, subject to Section 12.06by way of an independent payment obligation, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Holders, sums equal to any amounts owing from time to time and in the currency of each amount payable by the Issuer or that Subsidiary such Guarantor to any Secured Party of the Holders under any Note Document the Indenture Obligations as and when those amounts are that amount falls due for payment under the Indenture Obligations. The parties to this Indenture acknowledge and payableconfirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Indenture Obligations. (Bb) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(Aclause (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary such Guarantor to any Secured Party Holder under any Note Document the Indenture Obligations (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(Aclause (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided provided, that: : (ix) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment with regard to the Parallel Debt of any Guarantor to the extent that its such Guarantor’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and discharged and (iiy) The none of the Collateral Agent, the Trustee or any Holder shall demand payment with regard to the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment any Guarantor, to the extent that its such Guarantor’s Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (Cc) For the purposes of this Section 11.09, the The Collateral Agent acts in its own name and not as agent and it shall have its own independent right to demand payment of the amounts payable by each Guarantor, under this Section 1411. Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor agent. (d) Any amount due and payable by a trusteeGuarantor, to the Collateral Agent in respect of a Parallel Debt under this Section 1411 shall be automatically decreased and discharged to the extent that such Guarantor has paid the corresponding amount under the Corresponding Debt and any amount due and payable by a Guarantor to the other applicable Holders under the Corresponding Debt shall be decreased to the extent that such Guarantor has paid the corresponding amount to the Collateral Agent under its claims Parallel Debt. The Guarantors shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. An Event of Default in respect of the Parallel payment of the Corresponding Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under constitute a default within the Security Documents meaning of section 3:248 Netherlands Civil Code with respect to the Collateral Agent to secure payment of the Parallel Debt is granted without any notice being required. (e) The amount of the Parallel Debt of a Guarantor shall at all times be equal to the amount of its Corresponding Debt and the aggregate amount outstanding owed by the Guarantors under the Indenture Obligations at any time shall not exceed the amount of the Corresponding Debt at that time. (f) The rights of the Trustee and the Holders (other than the Collateral Agent in its capacity as Parallel parallel debt creditor) to receive payment of amounts payable by each Guarantor, under the Corresponding Debt Creditor are several and shall not be held on trust. (D) All moneys received or recovered by are separate and independent from, and without prejudice to, the rights of the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure receive payment under the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Without prejudice to the provisions of this Indenture and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by each Issuer and, subject to Section 12.06, and each Subsidiary Note Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts (or any sub-agent thereof), an amount equal to any amounts owing and in the same currency of the obligations under the Securities and the Note Guarantees from time to time due by the Issuers or such Note Guarantor in accordance with the terms and conditions of the Securities and Note Guarantees, including for the avoidance of doubt, the limitations set out under Section 10.04, shall be owing as separate and independent obligations of each Issuer or that Subsidiary and each Note Guarantor to each of (i) the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof, the “Collateral Agent Parallel Debt”) and (ii) any sub-agent of the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof, the “Sub-Agent Parallel Debt” and, together with the Collateral Agent Parallel Debt, the “Parallel Debt”). Solely for the purposes of the Collateral Documents governed by Russian law, the Collateral Agent acts as a joint and several creditor with each Secured Party under any Note Document as and when those amounts are due and payableParty. (Bb) The Each Issuer, each Subsidiary Note Guarantor and the Collateral Agent acknowledges (and any sub-agent thereof) acknowledge that (i) for this purpose the Collateral Agent Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer Issuers and each Subsidiary Note Guarantor to the Collateral Agent under Section 11.09(A) above are several this Indenture and the Collateral Documents which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations under the Securities and Note Guarantees which each Issuer or such Note Guarantor has to the Holders or any obligations with respect to the Sub-Agent Parallel Debt; (ii) for this purpose the Sub-Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Issuer and each Note Guarantor to each sub-agent, if any, of the Collateral Agent under the Securities and Note Guarantees which are separate and independent from, and without prejudice to, the corresponding obligations under the Securities and Note Guarantees which each Issuer or such Note Guarantor has to the Holders or any obligations with respect to the Collateral Agent Parallel Debt; (iii) that Subsidiary the Collateral Agent Parallel Debt represents the Collateral Agent’s own claims to receive payment of the Collateral Agent Parallel Debt; and (iv) that the Sub-Agent Parallel Debt represents the applicable sub-agents’ own claims to receive payment of the Sub-Agent Parallel Debt; provided that the total amount which may become due under each of the Collateral Agent Parallel Debt or Sub-Agent Parallel Debt shall never exceed the total amount which may become due under the Securities and Note Guarantees; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Indenture and the Collateral Documents (including the Second Lien Intercreditor Agreement). (c) Every payment of monies made by an Issuer or a Note Guarantor to the Collateral Agent or any Secured Party under sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuers or such Note Document (its “Corresponding Debt”Guarantor contained in Section 10.09(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, nor shall it constitute liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from the Issuers or such Note Party as joint creditors Guarantor and the Issuers or such Note Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) Subject to the provision in paragraph (c) of this Section 10.09, but notwithstanding any Corresponding Debt, nor shall of the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above other provisions of this paragraph (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:d): (i) The the total amount due and payable as Collateral Agent Parallel Debt of the Issuer and Sub-Agent Parallel Debt under this Section 10.09 shall each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been an Issuer or a Note Guarantor shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) or to the Trustee on behalf of the Holders or any of them to reduce the outstanding principal amount of the Securities or the Collateral Agent (or any sub-agent thereof) or the Trustee on behalf of the Holders otherwise receives any amount in payment of the case of guarantee obligations) dischargedSecurities and the Note Guarantees; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been (x) an Issuer or a Note Guarantor shall have paid any amounts to the Trustee or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, to the Collateral Agent acts under the Collateral Agent Parallel Debt, to any sub-agent of the Collateral Agent under the Sub-Agent Parallel Debt or the Trustee or (y) the Collateral Agent or any sub-agent thereof shall have otherwise received monies in its own name and not as a trustee, and its claims in respect payment of the Parallel Debt shall not be held on trust owed to it, the total amount due and instead payable under the Securities and the Note Guarantees shall be decreased as if said amounts were received directly in payment of the Securities and Note Guarantees. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to Section 7.08 of this Indenture, the retiring Collateral Agent or sub-agent shall at the Grantors’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor (but not by way of novation) and shall not be held on trust. (Dii) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of transfer any Collateral granted to secure the it securing such Parallel Debt, shall be applied in accordance with this Indentureeach case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06Notwithstanding any other provision of this Agreement, each Subsidiary Guarantor Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Noteholders, sums equal to any amounts owing from time and in the currency of each amount payable by it to time by each Noteholder under the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document Transaction Documents as and when those amounts are that amount falls due and payablefor payment under the relevant Transaction Document, or would have fallen due but for any discharge resulting from failure of any Noteholder to take appropriate steps, in insolvency proceedings affecting it, to preserve its entitlement to be paid that amount. (Bb) The IssuerCollateral Agent shall have its own independent right to demand payment of the amounts payable by the Obligors under this Section 17, each Subsidiary Guarantor irrespective of any discharge of the obligation of any Obligor to pay those amounts to any Noteholder resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Noteholder, to preserve their entitlement to be paid those amounts. (c) Any amount due and payable by the Obligors to the Collateral Agent acknowledges under this Section 17 shall be decreased to the extent that the obligations Noteholders have received (and are able to retain) payment in full of the Issuer corresponding amount under the other provisions of the Transaction Documents and each Subsidiary Guarantor any amount due and payable by the Obligors to the Noteholders under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 11.09(A17. (d) above The rights of the Noteholders to receive payment of amounts payable by the Obligors under the Transaction Documents are several and are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to receive payment under this Section 17. The Company’s obligation under this Section 17 towards the Collateral Agent in its capacity as Parallel constitutes a single and separate obligation from any other Debt Creditor and shall not be held on trustof the Obligors under the Transaction Documents. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject Without prejudice to Section 12.06, each Subsidiary Guarantor the provisions of the Credit Agreement and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by the Pledgor under or pursuant to this Deed the Pledgor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Pledgee amounts equal to any amounts owing and in the currency of the Obligations from time to time due by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as Pledgor in accordance with the terms and when those amounts conditions of the Loan Documents (such payment undertaking and the obligations and liabilities which are due and payable.the result thereof the “Parallel Debt”); (Bb) The Issuer, each Subsidiary Guarantor Pledgor and the Collateral Agent acknowledges Pledgee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer and each Subsidiary Guarantor Pledgor to the Pledgee under Section 11.09(A) above are several and this Deed which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Obligations which the Loan Parties have to any Beneficiary and (ii) that the Parallel Debt represents the Pledgee’s own claims (vorderingen op naam) to receive payment of the Issuer or Parallel Debt, provided that Subsidiary Guarantor the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Obligations. (c) Every payment of monies made by a Loan Party to any Secured Party under Beneficiary shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any Note Document (its “Corresponding Debt”provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Pledgor contained in Clause 2.1(a), nor shall it constitute the Collateral Agent and provided that, if any Note Party such payment as joint creditors is mentioned above is subsequently avoided or reduced by virtue of any Corresponding Debtprovisions or enactments relating to bankruptcy, nor liquidation or similar laws of general application, the Pledgee shall be entitled to receive the amounts for which amount of such payment from the Issuer or each Subsidiary Guarantor is Pledgor and the Pledgor shall remain liable under Section 11.09(Ato perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (d) above (its “Parallel Debt”) be limited or affected Subject to the provision in Clause 2.1(c), but notwithstanding any way by its Corresponding Debt; provided thatof the other provisions of this Clause 2: (i) The the total amount due and payable as Parallel Debt of the Issuer and each Subsidiary Guarantor under this Clause 2 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been a Loan Party shall have paid any amounts to the Beneficiary to reduce the outstanding Obligations or (any Beneficiary otherwise receives any amount in payment of the case of guarantee obligations) dischargedObligations; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its the Pledgor shall have paid any amounts to the Pledgee under the Parallel Debt has been paid or (the Pledgee shall have otherwise received monies in payment of the case Parallel Debt, the total amount due and payable under the Obligations shall be decreased as if said amounts were received directly in payment of guarantee obligations) dischargedthe Obligations. (Ce) For The Pledgee, by signing this Deed, acknowledges the purposes provisions of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect Clause 2.1 on behalf of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustLoan Parties. (Df) All moneys received The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement Pledgee which it has applied in reduction of any Collateral granted to secure its claim under the Parallel Debt, shall be applied Debt in accordance with the terms of this IndentureDeed, as if the corresponding claim under the Obligations of the Loan Parties has not been discharged.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Borrower to any Secured Party Lender under any Note Credit Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Borrower and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Borrower under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Borrower to any Secured Party Lender under any Note Credit Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Borrower is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Borrower shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Borrower shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of the Borrower shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.0911.19, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral security granted under the Security Credit Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.0911.19, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security granted to secure the Parallel Debt, shall be applied in accordance with Section 9.04. (e) Without limiting or affecting the Collateral Agent’s rights against the Borrower (whether under this IndentureSection 11.19 or under any other provision of the Credit Documents), the Borrower acknowledges that: (i) nothing in this Section 11.19 shall impose any obligation on the Collateral Agent to advance any sum to the Borrower or otherwise under any Credit Document; 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.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor such Obligor to any Secured Party holder of Notes under any Note Document Financing Agreement, whether for principal, interest, Make-Whole Amount, Modified Make-Whole Amount, Series A-1 Extension Fee, fees, expenses or otherwise, as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(A24.10(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Party holder of Notes under any Note Document Financing Agreement (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(A24.10(a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of each Obligor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.0924.10, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacityname. The Collateral granted under the any German Security Documents Agreement to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trustDebt. (Dd) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.0924.10, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral German Security Agreement granted to secure the Parallel Debt, shall be applied in accordance with the Intercreditor Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against the Note Parties (whether under this IndentureSection 24.10 or under any other provision of the Financing Agreements), each Obligor acknowledges that: (i) nothing in this Section 24.10 shall impose any obligation on the Collateral Agent to advance any sum to any Note Party or otherwise under any Financing Agreement, except, if applicable, in the Collateral Agent’s capacity as a holder of Notes; and (ii) for the purpose of any vote taken under any Financing Agreement, except, if applicable, in the Collateral Agent’s capacity as a holder of Notes, the Collateral Agent shall not be regarded as owning any Notes or having any participation or commitment therein.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). a) Without prejudice to the provisions of the other Loan Documents, and for the purpose of ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or pursuant to certain instruments of pledge under Dutch law, including but not limited to the right of pledge over the membership of the Company in Coöperatief Federal-Mogul Dutch Investments B.A., the right of pledge over approximately 65% of the shares in Federal-Mogul Motorparts (ANetherlands) The Issuer and, subject to Section 12.06B.V. and the right of pledge over approximately 65% of the shares in Federal-Mogul Powertrain (Netherlands) B.V., each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes and covenants to pay pay, and acknowledges that it owes, to the Collateral Agent Trustee amounts equal to and in the currency of the total amount of (i) any amounts owing by the respective Borrower to the Administrative Agent or the Lenders in respect of its Credit Facility Secured Obligations (as defined in the Collateral Agreement), (ii) any amounts owing by the respective Borrower to any noteholder in respect of its Existing Indenture Secured Obligations (as defined in the Collateral Agreement) or the other Secured Parties (as defined under the Collateral Trust Agreement) or (iii) in connection with any other indebtedness as the parties may agree from time to time by should form part of the Issuer Parallel Debt, in each case, whether present or future and whether actual or contingent (such obligations under sub-clauses (i), (ii) and (iii) above for the purposes of this Section 10.26 in relation to each Borrower to be referred as its “Corresponding Obligations”), which from time to time are due, irrespective of whether any such obligations have arisen as at the Third Amendment Effective Date or arise after the date hereof, in accordance with and under the same terms and conditions as each of the Corresponding Obligations (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the “Parallel Debt” of that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payableBorrower). (Bb) The IssuerEach party to this Agreement acknowledges that (i) the Parallel Debt of each Borrower constitutes undertakings, each Subsidiary Guarantor obligations and liabilities of such Borrower to the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are Trustee separate and independent from, and shall not in any way limit or affectwithout prejudice to its Corresponding Obligations to the Administrative Agent, the corresponding obligations of Lenders or the Issuer or that Subsidiary Guarantor to any other Secured Party Parties (as defined under any Note Document (its “Corresponding Debt”the Collateral Trust Agreement), nor shall it constitute and (ii) the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and Borrowers represents the Collateral Agent shall not demand Trustee’s own separate and independent claim (eigen en zelfstandige vordering op naam) to receive payment to of the extent Parallel Debt from the Borrowers; provided that its Corresponding Debt has been paid or (in all events the case of guarantee obligations) discharged; and (ii) The Corresponding aggregate amount which may become due under a Parallel Debt of the Issuer and each Subsidiary Guarantor Borrowers shall never exceed the aggregate amount which may become due under its Corresponding Obligations at any time. The Collateral Trustee shall be decreased the obligee of such undertaking and the Collateral Agent covenant to pay and shall not demand payment be entitled to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts claim performance thereof in its own name and not as a trustee, and its claims in respect agent or trustee or representative acting on behalf of the Parallel Debt shall not be held on trust and instead shall be owed to it Lenders or the holders of Secured Obligations (as defined in its individual capacitythe Collateral Trust Agreement) or any one of them. The Collateral granted under the Security Documents security to the Collateral Agent to secure the Parallel Debt is be granted to the Collateral Agent in its capacity as Parallel Debt Creditor Trustee under and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement instruments of any Collateral granted pledge under Dutch law to secure the Parallel Debt, is granted to the Collateral Trustee in its capacity as sole creditor of the Parallel Debt. (c) Every payment of monies made by a Borrower or a Subsidiary regarding its Corresponding Obligations shall, conditionally upon such payment not subsequently being voided 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 undertaking and covenant by each Borrower contained in this Section 10.26; provided that, if any such payment as is mentioned above is subsequently voided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application, the Collateral Trustee shall be applied entitled to receive a corresponding amount as Parallel Debt under this Section 10.26 from the Borrowers, and each Borrower shall remain liable to satisfy such Parallel Debt and such Parallel Debt shall be deemed not to have been discharged. (d) Subject to the other provisions of this Section 10.26: (i) the total amount due and payable as Parallel Debt under this Section 10.26 shall be decreased to the extent a Borrower or any relevant Subsidiary shall have paid any amounts to the Administrative Agent, any Lender or any other Secured Party (as defined under the Collateral Trust Agreement) to reduce its outstanding Corresponding Obligations or the Administrative Agent, any Lender or any other Secured Party (as defined under the Collateral Trust Agreement) otherwise receives any amount in payment of its Corresponding Obligations, including through the receipt of proceeds of Collateral (as defined in the Collateral Agreement); and (ii) to the extent that any Borrower shall have paid any amounts to the Collateral Trustee under its Parallel Debt or the Collateral Trustee otherwise shall have received monies in payment of the Parallel Debt, including through the receipt of proceeds of Collateral (as defined in the Collateral Agreement), the total amount due and payable in respect of the Corresponding Obligations shall, subject to any applicable terms of the Intercreditor Agreement be decreased as if said amounts were received directly in payment of the Corresponding Obligations. (e) Each party to this Agreement confirms that, in accordance with this IndentureSection 10.26, the claim of the Collateral Trustee against a Borrower in respect of its Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Article 3:166 Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Trustee does constitute such common property and such provisions do apply, the parties to this Agreement agree that this arrangement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 Dutch Civil Code. (f) If and to the extent that at the time of the creation of the rights of pledge constituted under the instruments of pledge under Dutch law, or at any time thereafter, a Corresponding Obligation owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Obligation itself shall be a Credit Facility Secured Obligation or Existing Indenture Secured Obligation, as relevant. (g) The Collateral Trustee shall be entitled to rely on, and enforce the provisions of, this Section 10.26.”

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andSubject to the Guarantee Limitations, subject to Section 12.06notwithstanding any other provision of any other Security Document, each Subsidiary Guarantor Note Obligor hereby irrevocably and unconditionally undertakes (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing due in respect of all Parity Lien Obligations of such Note Obligor under the Notes (including Additional Notes), the Indenture and any other Security Document, other than its Parallel Debts (as defined below) (the “Corresponding Debt”) as they may exist from time to time by time. The payment undertakings of each Note Obligor under this Section 5.15 (Parallel Debt) are each to be referred to as a “Parallel Debt”. For the Issuer or that Subsidiary Guarantor avoidance of any doubt, the Collateral Agent’s role is purely administrative and subject to any Secured Party under any Note the provisions of the Parity Lien Document as and when those amounts are due and payableto which it is a party. (Bb) The Issuer, each Subsidiary Guarantor Each Note Obligor and the Collateral Agent acknowledges acknowledge that (i) each Parallel Debt constitutes an undertaking, obligation and liability to the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Note Obligor and shall not in any way limit or affect, the corresponding obligations Corresponding Debt of the Issuer or that Subsidiary Guarantor Note Obligor to any Secured Party under the Indenture or any Note Document (its “Corresponding Debt”), nor shall it constitute Security Document(ii) each Parallel Debt represents the Collateral Agent Agent’s own separate and any independent claim to receive payment of the Parallel Debt from the relevant Note Party as joint creditors of any Corresponding DebtObligor, nor shall the amounts for which the Issuer or it being understood, in each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided case, that: : (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Note Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Note Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the 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. (Cc) For the purposes purpose of this Section 11.095.15, the Collateral Agent acts will act in its own name and not name, as a trusteeCollateral Agent hereunder, referencing such capacity as applicable, and its claims in respect of the Parallel Debt Debts shall not be held on trust and instead shall be owed to by it in its individual capacityas trustee. The Collateral Liens granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is Debts are granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor Debts and shall not be held on in trust. (Dd) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.095.15, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral Liens granted to secure the Parallel DebtDebts, 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 IndentureSection 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 other non-accessory (nicht akzessorische) security; (B) 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 agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any 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 Collateral Agent hereunder or under the relevant Swiss Security Document; (3) each present and future Secured Party hereby authorizes the Collateral Agent, when acting in its capacity as creditor of 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 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 this 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. (COVENANT TO PAY THE COLLATERAL AGENT).For purposes of any Foreign Pledge Agreements only: (Ai) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby Borrower irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to any amounts owing the aggregate of all Obligations to the Administrative Agent, all the Lenders and the Issuing Bank from time to time by due in accordance with the Issuer or that Subsidiary Guarantor terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to any Secured Party under any Note Document as and when those amounts are due and payable“Parallel Debt”). (Bii) The IssuerEach of the parties to this Agreement acknowledges that (i) the Parallel Debt of the Borrower constitutes undertakings, each Subsidiary Guarantor obligations and liabilities of the Borrower to the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of Obligations which the Issuer Borrower owes to the Administrative Agent, any Lender or Issuing Bank and (ii) that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Parallel Debt represents the Collateral Agent and any Note Party as joint creditors Agent’s own claim to receive payment of any Corresponding Debt, nor shall such Parallel Debt by the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding DebtBorrower; provided that: (i) The that the total amount which may become due under the Parallel Debt of the Issuer Borrower under this paragraph shall never exceed the total amount which may become due under all the Obligations of the Borrower to the Administrative Agent, all the Lenders and each Subsidiary Guarantor the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this paragraph shall be decreased to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent, the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or the Administrative Agent, any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of subclause (B) below), in each case, as if such amount were received as a payment of the Parallel Debt on the date of receipt of such amounts by the Administrative Agent, the Lenders or the Issuing Bank or any of them; and (B) To the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Collateral Agent under the Parallel Debt or the Collateral Agent shall not demand have otherwise received monies in irrevocable and unconditional payment to of such Parallel Debt, the extent that its Corresponding Debt has been paid or (in total amount due under the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligations shall be decreased and as if such amount were received as a payment of the Obligations on the date of receipt of such amounts by the Collateral Agent. To the extent the Collateral Agent irrevocably receives any amount in payment of the Parallel Debt, the Collateral Agent shall not demand payment to distribute such amount among the extent that its Parallel Debt has been paid or (Secured Parties in accordance with Section 5.02 of the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09Collateral Agreement. The Administrative Agent, the Collateral Agent acts in its own name Agent, the Issuing Bank and not as a trustee, each of the Lenders acknowledges and its claims agrees that (i) any irrevocable payment in respect of the Parallel Debt shall not be held on trust fully satisfy the Borrower’s obligations with respect to the amount of such payment under both the Parallel Debt and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to Obligations even if the Collateral Agent shall fail to secure distribute such payment in accordance with the first sentence of this paragraph and (ii) any irrevocable payment in respect of the Obligations shall fully satisfy the Borrower’s obligations with respect to the amount of such payment under both the Obligations and the Parallel Debt. Notwithstanding the foregoing provisions of this Section 8.02, or any provision of the Foreign Pledge Agreements, the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby acknowledge and agree that (i) the aggregate amount of the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered secured by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by Foreign Pledge Agreements shall in no event exceed the Collateral Agent from or by aggregate amount payable in respect of the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied Obligations (as reduced in accordance with this IndentureSection 8.02), (ii) the Borrower and the Guarantors, collectively, shall in no event be required to make payments in respect of the Obligations that, in the aggregate, exceed the Parallel Debt and (iii) the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders, collectively, shall not make claims in respect of the Obligations owed to the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders that, in the aggregate, exceed the Parallel Debt (as reduced in accordance with this Section 8.02). For purposes of any Foreign Pledge Agreements only: (i) Each party hereto agrees that the Collateral Agent: (A) will be the joint and several creditor (together with the relevant Administrative Agent, Lenders and/or the Issuing Bank) of each and every obligation of the Borrower towards the Administrative Agent, each Lender and the Issuing Bank under this Agreement; and (B) will have its own independent right to demand performance by the Borrower of those obligations. (ii) Discharge by the Borrower of any obligation owed to the Administrative Agent, another Lender or the Issuing Bank shall, to the same extent, discharge the corresponding obligation owing to the other. (iii) Without limiting or affecting the Collateral Agent’s rights against the Borrower (whether under this Article VIII or under any other provision of the Credit Agreement), the Collateral Agent agrees with the Administrative Agent, each other Lender and the Issuing Bank (on a several and divided basis) that, subject to paragraph (iv) below, it will not exercise its rights as a joint and several creditor with the Administrative Agent, any Lender or an Issuing Bank except with the consent of the relevant Administrative Agent, Lenders or Issuing Bank. (iv) Nothing in clause (iii) above shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Foreign Pledge Agreement as contemplated by this Agreement and/or the relevant Foreign Pledge Agreement (or to do any act reasonably incidental to any of the above).

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andEach Lender, subject to Section 12.06the Administrative Agent, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor Swing Line Lender and the Collateral Agent acknowledges that the obligations L/C Issuer (collectively, for purposes of the Issuer and each Subsidiary Guarantor under this Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect11.18 only, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A"Finance Parties") above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided hereby agree that: (i) The the total amount due and payable as Parallel Debt (as created and defined in the Share Pledge Agreement (as defined in Section 11.18(d) below) under Clause 2 of the Issuer and each Subsidiary Guarantor Share Pledge Agreement (as defined in Section 11.18(d) below) shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been any amount is irreversibly (onaantastbaar) paid to and received by the Finance Parties or any of them to reduce the total amount due and payable in respect of the Principal Obligations (as this term is defined in the case Share Pledge Agreement (as defined in Section 11.18(d) below)), as if such amount were received by the Administrative Agent in payment of guarantee obligationsthe Parallel Debt (as created and defined in the Share Pledge Agreement (as defined in Section 11.18(d) dischargedbelow); and (ii) The Corresponding Debt the total amount due and payable in respect of the Issuer and each Subsidiary Guarantor Principal Obligations (as this term is defined in the Share Pledge Agreement (as defined in Section 11.18(d) below)) shall be decreased and the Collateral Agent shall not demand payment to the extent that its any amount is irreversibly (onaantastbaar) paid to and received by the Administrative Agent in payment of the Parallel Debt has been paid or (as created and defined in the case Share Pledge Agreement (as defined in Section 11.18(d) below), as if such amount were received by the Finance Parties or any of guarantee obligationsthem in payment of the corresponding Principal Obligations (as this term is defined in the Share Pledge Agreement (as defined in Section 11.18(d) dischargedbelow)). The Administrative Agent undertakes to give effect to the preceding sentence by application of any amount so received in payment of the Parallel Debt (as created and defined in the Share Pledge Agreement (as defined in Section 11.18(d) below) in accordance with the terms and conditions of the Loan Documents, as if such amount were received in payment of the corresponding Principal Obligations (as this term is defined in the Share Pledge Agreement (as defined in Section 11.18(d) below)). (Cb) This Section 11.18 and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating thereto shall be governed by and construed in accordance with the laws of the Netherlands. (c) Each of the parties hereto irrevocably agrees that all disputes arising out of this Section 11.18 shall be submitted in first instance to the competent court at Amsterdam, the Netherlands. Nothing in the preceding sentence shall limit the Administrative Agent's right to bring proceedings against ▇▇▇▇▇ Overseas, Inc. in any other court or competent jurisdiction. (d) For the purposes of this Section 11.0911.18 only, the Collateral Agent acts term "Share Pledge Agreement" shall mean the notarial deed of pledge of shares entered into by no later than the date provided in its own name and not Section 7.12(b) between ▇▇▇▇▇ Overseas, Inc as a trusteethe pledgor, Bank of America as the pledgee, and its claims in respect of ▇▇▇▇▇ Europe as the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustcompany. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably Irrevocably and unconditionally undertakes undertake (and to the extent necessary undertake in advance) to pay to the Collateral Administrative Agent amounts equal to any amounts amount owing from time to time by the Issuer or that Subsidiary Guarantor Loan Parties to any Secured Party Lender under this Agreement and any Note other Loan Document as and when those amounts are due (such payment undertakings under this Section 6.20 and payablethe obligations and liabilities resulting therefrom, the “Parallel Debt”). (Bb) The Issuer, each Subsidiary Guarantor and Acknowledge with the Collateral Administrative Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor Loan Parties under Section 11.09(Aclause (a) above are several and are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Loan Parties to any Secured Party Lender under this Agreement or any Note other Loan Document (its the “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor is Loan Parties are liable under Section 11.09(Aclause (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its the Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and; (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its the Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged.; (Ciii) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect amount of the Parallel Debt shall not at all times be held on trust equal to the amount of the Corresponding Debt; and (iv) for the avoidance of doubt, the Parallel Debt shall become due and instead shall be payable at the same time when the Corresponding Debt becomes due and payable. (c) Acknowledge that the Parallel Debt represents the debt of each Loan Party and neither constitutes any several and joint liability (gesamtschuldnerische Haftung) of the Loan Parties nor is subject to any debt owed to it in its individual capacity. The Collateral by a collective ownership (Gesamthand) formed by the Loan Parties. (d) Acknowledge that the security granted under the German Security Documents with respect to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Administrative Agent in its capacity as sole creditor of the Parallel Debt Creditor and Debt. (e) Acknowledge, without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Agreement or any other Loan Document), that: (i) nothing in this Agreement shall impose any obligation on the Administrative Agent to advance any sum to the Loan Parties or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be held on trustregarded as having any participation or commitment other that those which it has in its capacity as a Lender. (Df) All moneys 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. (g) Cause the Parallel Debt to remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Lenders under any of the other Loan Documents, be it by virtue of assignment, novation or otherwise. (h) Cause all monies received or recovered by the Collateral Administrative Agent pursuant to this Section 11.09, Agreement and all amounts received or recovered by the Collateral Administrative Agent from or by the enforcement of any Collateral security granted to secure the Parallel Debt, Debt shall be applied in accordance with this IndentureAgreement.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject Subject to the limitations set forth in Section 12.062.07, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts equal to any amounts owing from time to time by the Issuer that Guarantor hereunder or that Subsidiary Guarantor to any Secured Party under any Note other Loan Document (whether as Borrower or Guarantor) as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Each Guarantor and the Collateral Administrative Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer that Guarantor hereunder or that Subsidiary Guarantor to any Secured Party under any Note Document other Loan Document, (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a Guarantor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.094.15, the Collateral 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Lien granted under the Security Loan Documents to the Collateral Administrative Agent to secure the Parallel Debt is granted to the Collateral Administrative Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys received or recovered by the Collateral Administrative Agent pursuant to this Section 11.09, 4.15 and all amounts received or recovered by the Collateral Administrative Agent from or by the enforcement of any Collateral Lien granted to secure the Parallel Debt, shall be applied in accordance with Section 8.11 of the Credit Agreement. (e) Without limiting or affecting the Administrative Agent’s rights against the Guarantors (whether under this IndentureSection 4.15 or under any other provision of the Loan Documents), each Guarantor acknowledges that: (i) nothing in this Section 4.15 shall impose any obligation on the Administrative Agent to advance any sum to any Guarantor or otherwise under any Loan Document, except in its capacity as a Lender; and (ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (A) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby 14.16.1 Each Obligor irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Party Lender under any Note Document this Agreement as and when those amounts are due and payabledue. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent 14.16.2 Each party hereto acknowledges that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(A) above 14.16.1 are several and are separate and independent (eigen zelfstandige verplichting) from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Party Lender under any Note Loan Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(A) above 14.16.1 (its “Parallel Debt”) be limited or affected in any way by its the Corresponding Debt; Debt provided that: (ia) The the Parallel Debt of the Issuer and each Subsidiary Guarantor an Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iib) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor an Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (c) the amount of the Parallel Debt of an Obligor shall at all times be equal to the amount of its Corresponding Debt. (C) 14.16.3 For the purposes purpose of this Section 11.0914.16, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any other Lender, and its claims in respect of the a Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral security granted under the Security Documents to the Collateral Agent to secure the a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt Creditor and shall not be held on trust. (D) 14.16.4 All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.0914.16, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security granted to secure the a Parallel Debt, shall be applied in accordance with Section 5.7. 14.16.5 Without limiting or affecting the Agent’s rights against an Obligor (whether under this IndentureSection 14.16 or under any other provision of this Agreement), each Obligor acknowledges that: (a) nothing in this Section 14.16 shall impose any obligation on Agent to advance any sum to an Obligor or otherwise under this Agreement, except in its capacity as Lender; and (b) for the purpose of any vote taken under this Agreement, Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender. 14.16.6 For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time a Corresponding Debt becomes due and payable. 14.16.7 Each party hereto confirms that, in accordance with this Section 14.16 a claim of Agent against an Obligor in respect of its Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of Agent does constitute such common property and such provisions do apply, the parties hereto agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Section 3:168 of the Dutch Civil Code.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall ) provided that: (i) the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the Parallel Debt of an Obligor shall not exceed its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause 37, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Secured Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in accordance with paragraph 15 (Order of application) of Schedule 10 (Security Agency provisions) of this IndentureAgreement. (e) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this Clause or under any other provision of the Finance Document), each Obligor acknowledges that: (i) nothing in this Clause shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Finance Document, except in its capacity as Senior Lender; and (ii) for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each of the Debtors hereby irrevocably and unconditionally agrees and undertakes to with the Security Agent and each Secured Party acknowledges that each of the Debtors shall pay to the Collateral Security Agent amounts as creditor in its own right and not as a representative of any other Secured Party sums equal to to, and in the currency of, any amounts sums owing from time to time by the Issuer or that Subsidiary Guarantor it to any Secured Party (other than to the Security Agent solely by operation of this provision) under any Note Document Primary Finance Documents (the Principal Obligations) as and when those amounts are the same fall due and payablefor payment under the relevant Primary Finance Document (together with the obligations described in paragraph (g) below, the Parallel Debt Obligations). (Bb) The Issuer, Each of the Debtors and each Subsidiary Guarantor and Secured Party (other than the Collateral Agent Security Agent) acknowledges that the obligations right of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are Security Agent to demand payment of the Parallel Debt Obligations shall be independent, separate and independent several from, and shall not in any way limit or affect, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor other Secured Parties to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute demand payment of the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, Principal Obligations nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) Debt Obligations be limited or affected in any way by its Corresponding Debt; the corresponding Principal Obligations provided that: that (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect aggregate amount of the Parallel Debt shall not be held on trust and instead shall be owed Obligations will never exceed the aggregate amount of the Principal Obligations, (ii) the payment by a Debtor of its Parallel Debt Obligations to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this IndentureClause 18.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and (iii) the payment by a Debtor of its Principal Obligations in accordance with the provisions of the Primary Finance Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations provided further that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent other than in accordance with the terms of the Primary Finance Documents. (c) Despite the foregoing, any payment under the Primary Finance Documents shall be made to the relevant Creditor Representative unless expressly stated otherwise in any Primary Finance Document or unless the relevant Creditor Representative directs such payment to be made to the Security Agent.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, Always subject to Section 12.06terms of this clause 16 of this Credit Agreement, each Subsidiary Guarantor the Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Security Beneficiary amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Borrower to any Secured Party the Banks under any Note Document this Credit Agreement as and when those amounts are the same fall due for payment hereunder, so that the Security Beneficiary shall be the obligee of such covenant to pay and payableshall be entitled to claim performance thereof in its own name subject to the terms of the Security Documents and not as the Agent acting on behalf of the Lenders. (Bb) The Issuer, each Subsidiary Guarantor Borrower and the Collateral Agent acknowledges Security Beneficiary acknowledge that the for this purpose such monetary obligations of the Issuer and each Subsidiary Guarantor Borrower are substitute obligations which the Borrower has to the Lenders under Section 11.09(A) above are several and are separate and independent fromthis Credit Agreement, and provided that this shall not result in any way limit or affectthe Borrower incurring an aggregate monetary obligation to the Security Beneficiary which is greater than the then outstanding monetary obligation to the Lenders under this Credit Agreement. (c) To this end and without prejudice to the foregoing, the corresponding obligations of the Issuer or it is agreed that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall i) the amounts for which due and payable by the Issuer or each Subsidiary Guarantor is liable Borrower under Section 11.09(A) above this clause 16.16 (its the “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt the Borrower or other Security Provider has been paid paid, redeemed or (prepaid any amounts to the Lenders or any of them in respect of the case of guarantee obligations) discharged; and Borrower’s liabilities hereunder and vice versa and (ii) The Corresponding the Parallel Debt shall not at any time exceed the aggregate of the Issuer and each Subsidiary Guarantor shall be decreased and corresponding obligations which the Collateral Agent shall not demand payment Borrower then owes to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedLenders under this Credit Agreement. (Cd) Nothing in this clause 16.16 shall in any way negate, affect or increase the obligations which the Borrower has to the Lenders under this Credit Agreement in respect of the Borrower’s liabilities hereunder. (e) For the purposes purpose of this Section 11.09, clause 16.16 the Collateral Agent Security Beneficiary acts in its own name and on behalf of itself and not as a trustee, Agent or representative of any other party hereto and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed any security granted to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent Beneficiary to secure the Parallel Debt is granted to the Collateral Agent Security Beneficiary in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trustsolely for the purpose referred to above. (Df) All moneys The Security Beneficiary shall promptly transfer to the Agent any amounts received or recovered by the Collateral Agent it pursuant to this Section 11.09, and all amounts received or recovered clause 16.16 for application by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with the order prescribed in clause 6 (Payments). The Security Beneficiary will be obliged to make such transfer only to the extent that it has actually received the amounts to be transferred. (g) The Security Beneficiary undertakes to act upon the instructions of the Agent, and in the absence of any such instructions, the Security Beneficiary may act in relation to such security in such manner as it reasonably believes will, and shall use its best endeavours to enforce its rights under the Security Documents so as to, ensure the maximum amount possible is received by it pursuant to this Indentureclause 16.16 and available for application in accordance with sub-clause 16.16(f) of this clause 16.16.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject Notwithstanding anything to Section 12.06the contrary in any Credit Document, each Subsidiary Guarantor hereby of the Grantors irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor such Grantor to any Secured Party under any Note Document or pursuant to the Obligations, as and when those amounts are due and payabledue. (Bb) The IssuerNotwithstanding anything to the contrary in any Credit Document, each Subsidiary Guarantor and the Collateral Agent acknowledges all parties hereto acknowledge that the obligations of the Issuer and each Subsidiary Guarantor a Grantor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor such Grantor to any Secured Party under any Note Document or pursuant to the Obligations (its the “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor such Grantor is liable under paragraph (a) (for purposes only of this Section 11.09(A) above (its 4.10, the “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: : (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor a Grantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and , (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor a Grantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) dischargeddischarged and (iii) the amount of the Parallel Debt of a Grantor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For Notwithstanding anything to the contrary in any Credit Document, for purposes of this Section 11.094.10, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Secured Party and shall be a trusteejoint and several creditor of the Obligations, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral Any Lien granted under the Security Documents to the Collateral Agent to secure the a Parallel Debt is granted to the Collateral Agent in its capacity as creditor of that Parallel Debt Creditor and shall not be held on trust. Subject to clause (d) the rights of the Secured Parties (other than the Collateral Agent) to receive payment of the Corresponding Debt are several and without prejudice to the rights of the Collateral Agent to receive the Parallel Debt. (Dd) All moneys received or recovered by (i) the Collateral Agent pursuant shall have its own independent right to demand payment of the amount payable by each Grantor under this Section 11.094.10, and all amounts received or recovered by the Collateral Agent from or by the enforcement irrespective of any Collateral granted discharge of such Grantor’s obligation to secure pay those amounts to the Parallel Debt, shall other Secured Parties resulting from failure by them to take appropriate steps in insolvency proceedings affecting that Grantor to preserve their entitlement to be applied in accordance with this Indenture.paid those amounts; and

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor such Obligor to any Secured Party holder of Notes under any Note Document Financing Agreement, whether for principal, interest, Make-Whole Amount, Modified Make-Whole Amount, fees, expenses or otherwise, as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(A24.10(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Party holder of Notes under any Note Document Financing Agreement (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(A24.10(a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of each Obligor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.0924.10, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacityname. The Collateral granted under the any German Security Documents Agreement to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trustDebt. (Dd) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.0924.10, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral German Security Agreement granted to secure the Parallel Debt, shall be applied in accordance with the Intercreditor Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against the Obligors (whether under this IndentureSection 24.10 or under any other provision of the Financing Agreements), each Obligor acknowledges that: (i) nothing in this Section 24.10 shall impose any obligation on the Collateral Agent to advance any sum to such Obligor or otherwise under any Financing Agreement, except, if applicable, in the Collateral Agent’s capacity as a holder of Notes; and (ii) for the purpose of any vote taken under any Financing Agreement, except, if applicable, in the Collateral Agent’s capacity as a holder of Notes, the Collateral Agent shall not be regarded as owning any Notes or having any participation or commitment therein. (f) Section 24.11

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) In respect to the Swiss Collateral Documents, each Issuer, each Guarantor and each Holder hereby irrevocably and unconditionally agrees and undertakes with the Notes Collateral Agent (and, where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) that each Issuer and each Guarantor shall pay to the Notes Collateral Agent sums equal to, and in the currency of, any sums owing by it to a Holder under this Indenture, the Notes or the Note Guarantees, the Collateral Documents and the Pari Passu Intercreditor Agreement (the “Principal Obligations”) as and when the same fall due for payment under the agreement (together with the obligations described in paragraph (e) below, the “Parallel Debt”). (Ab) The Issuer and, subject to Section 12.06Each Issuer, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes each Holder acknowledges that the right of the Notes Collateral Agent to pay demand payment of the Parallel Debt shall be independent and several from the rights of the other Holders to demand payment of the Principal Obligations provided that the payment by an Issuer or a Guarantor of its Parallel Debt to the Notes Collateral Agent amounts equal to any amounts owing from time to time in accordance with this Section 7.13 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and vice versa, the payment by the an Issuer or that Subsidiary a Guarantor to any Secured Party under any Note Document as and when those amounts are due and payableof its Principal Obligations in accordance with the provisions of the relevant agreement shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt. (Bc) The IssuerDespite the foregoing, each Subsidiary Guarantor any payment in relation to obligations under this Indenture, the Notes or the Note Guarantees, the Collateral Documents and the Pari Passu Intercreditor Agreement shall be made to the Notes Collateral Agent acknowledges unless expressly stated otherwise in this Indenture, the Notes or the Note Guarantees, the Collateral Documents and the Pari Passu Intercreditor Agreement or unless the Notes Collateral Agent directs such payment to be made otherwise than to the Notes Collateral Agent. (d) Without limiting or affecting the Notes Collateral Agent’s rights against any Issuer or Guarantor, the Notes Collateral Agent agrees with each other Holder (on a several and divided basis) that it will not exercise its rights under the obligations Parallel Debt in respect of the Issuer Principal Obligations owing to a Holder other than as provided for herein or in any of, the Notes or the Note Guarantees, the Collateral Documents and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent fromthe Pari Passu Intercreditor Agreement. However, and for the avoidance of doubt, nothing in the previous sentence shall not in any way limit the Notes Collateral Agent’s right to act in the protection or affectpreservation of rights under any Collateral Documents or to enforce any collateral as contemplated by this Indenture, the corresponding obligations of Notes or the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”)Guarantees, nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased Documents and the Collateral Agent shall not demand payment Pari Passu Intercreditor Agreement (or to do any act reasonably incidental to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedforegoing). (Ce) For the purposes purpose of this Section 11.097.13, the Notes Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral granted under the Security Collateral Documents to the Notes Collateral Agent to secure the Parallel Debt is granted to the Notes Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to any amounts owing from time the aggregate amount due by it in respect of its Corresponding Obligations. The payment undertaking of each Borrower under this Section 8.02 is to time by be referred to as its “Parallel Debt.” (b) Each Parallel Debt will be payable in the Issuer currency or that Subsidiary Guarantor to any Secured Party under any Note Document currencies of the relevant Corresponding Obligations and will become due and payable as and when those amounts are and to the extent one or more of the relevant Corresponding Obligations become due and payable. (Bc) The IssuerEach of the parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, each Subsidiary Guarantor obligation and liability to the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above 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 the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedObligations; and (ii) The Corresponding each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of that Parallel Debt from the relevant debtor. it being understood, in each case, that pursuant to this Section 8.02 the amount which may become payable by any Loan Party under its Parallel Debt shall never exceed the total of the Issuer and each Subsidiary Guarantor shall be decreased and amounts which are payable under or in connection with its Corresponding Obligations. (d) To the extent the Collateral Agent irrevocably receives any amount in payment of a Parallel Debt, the Collateral Agent shall not demand distribute that amount among the Secured Parties that are creditors of the relevant Corresponding Obligations in accordance with Section 2.15 of this Agreement as if received by it in payment of the relevant Corresponding Obligations. Upon irrevocable receipt by the Collateral Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the relevant Corresponding Obligations towards the Secured Parties shall be reduced, if necessary pro rata in respect of each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) equal to the extent Received Amount in the manner as if the Deductible Amount were received by (any of) the Secured Parties as a payment of those Corresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount; vice versa, irrevocable receipt by the Secured Parties that its are creditors of the relevant Corresponding Obligations (or by the Collateral Agent acting on behalf of such Secured Parties) of any amount in payment of the Corresponding Obligations shall also discharge the Parallel Debt has been paid or (in the case amount of guarantee obligations) dischargedthe relevant payment. Notwithstanding anything herein to the contrary, no Corresponding Obligations shall be discharged by a discharge of the Parallel Debt if such discharge of the Parallel Debt is effected by virtue of any set-off, counterclaim or similar defense invoked by a Loan Party vis-à-vis the Collateral Agent. (Ce) Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the further creation of parallel debt obligations of the Loan Parties vis-à-vis the Collateral Agent as will be further described and agreed upon in the Guarantee Agreement, including that any payment received by the Collateral Agent in respect of any such parallel debt obligations will be deemed a satisfaction, if necessary pro rata in respect of each Secured Party individually, of the obligations corresponding with such parallel debt obligations. For the purposes of this Section 11.09, 8.02 the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received representative or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement trustee of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indentureother Secured Party.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) For the purposes of taking and ensuring the continuing validity of security under those Security Documents subject to the laws of (or to the extent affecting assets situated in) the relevant jurisdictions as the Facility Agent and the AMB Agent (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement: (i) each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Agent an amount equal to the aggregate of all its principal obligations whether as Borrower or Guarantor (the Principal Obligations) to all the Finance Parties from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, the Parallel Obligations).; (ii) each Obligor hereby acknowledges that: (A) The Issuer andfor this purpose the Parallel Obligations constitute undertakings, subject to Section 12.06, obligations and liabilities of each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay Obligor to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Principal Obligations which each Borrower has to any Finance Party; and (B) the Parallel Obligations represent the Security Agent’s own claim to receive payment of such Parallel Obligations, provided that the total amount which may become due under the Parallel Obligations of the Issuer or that Subsidiary Guarantor relevant Obligor under this clause shall never exceed the total amount which may become due under all the Principal Obligations of the Obligor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute all the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Finance Parties. (iiii) The the total amount due by any Obligor as the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligations under this Clause 21 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been the relevant Obligor shall have paid any amounts to the Finance Parties or any of them to reduce that O▇▇▇▇▇▇’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (in the case other than by virtue of guarantee obligations) dischargedthis Clause 21 (Parallel Debt)); and (iiiv) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its the relevant Obligor shall have paid any amounts to the Security Agent under the Parallel Debt has been paid Obligations or (the Security Agent shall have otherwise received monies in payment of such Parallel Obligations, the case of guarantee obligations) dischargedtotal amount due under the Principal Obligations shall be decreased accordingly. (Cb) For The Security Agent undertakes to pay to the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed Finance Parties an amount equal to it in its individual capacity. The Collateral granted under any amount collected or received by the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by connection with the Collateral Agent Secured Obligations pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Clause 21 (Parallel Debt, shall be applied ) for distribution to the Finance Parties in accordance with the terms of this IndentureAgreement as if the corresponding Principal Obligations had not been discharged.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Debtor 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 Collateral Security Agent amounts an amount equal to any amounts owing from time to time and in the currency of the aggregate amount payable by the Issuer or that Subsidiary Guarantor it to any Secured Party under any Note Debt Document (the "Principal Obligations") in accordance with the terms and conditions of such Principal Obligations. The Parallel Debt of each Debtor shall become due and payable as and when those amounts are its Principal Obligations become due and payable. (Bb) The Issuer, each Subsidiary Guarantor and Each of the Collateral Agent Parties acknowledges that (i) the obligations Parallel Debt of each Debtor (a) constitutes an undertaking, obligation and liability of such Debtor to the Issuer Security Agent (in its personal capacity and each Subsidiary Guarantor under Section 11.09(Anot in its capacity as agent) above are several and are which is separate and independent from, and shall not without prejudice to, its Principal Obligations and (b) represents the Security Agent's own claim to receive payment of such Parallel Debt from such Debtor and (ii) the Security created under the Debt Documents to secure the Parallel Debt is granted to the Security Agent in any way limit or affect, the corresponding obligations its capacity as sole creditor of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”. (c) be limited or affected in any way by its Corresponding Debt; provided Each of the Parties agrees that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Debtor shall be automatically decreased and the Collateral Agent shall not demand payment discharged to the extent that its Corresponding Debt has Principal Obligations have been irrevocably paid or (in the case of guarantee obligations) discharged; and; (ii) The Corresponding Debt the Principal Obligations of the Issuer and each Subsidiary Guarantor Debtor shall be automatically decreased and the Collateral Agent shall not demand payment discharged to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged.; (Ciii) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect amount of the Parallel Debt of a Debtor shall at all times be equal to the amount of its Principal Obligations; (iv) the aggregate amount outstanding owed by the Debtors under the Debt Documents (including under this Clause 19.3) at any time shall not be held on trust exceed the amount of the Principal Obligations at that time; and (v) the Guarantee Limitations and instead any other limitations of a similar nature deriving from any other Primary Debt Document shall be owed (without double counting) apply to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted in the same manner as to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustPrincipal Obligations. (Dd) All moneys received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause 19.3, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Transaction Security granted to secure the Parallel Debt, shall be applied in accordance with Clause 17 (Application of Proceeds). (e) The rights of the Secured Parties (other than the Security Agent) to receive payment of the Principal Obligations of each Debtor are several and separate and independent from, and without prejudice to, the rights of the Security Agent to receive payment under the Parallel Debt. (f) Without limiting or affecting a Security Agent’s rights against the Debtors (whether under this IndentureClause 19.3 or under any other provision of any Primary Debt Document), each Debtor acknowledges that: (i) nothing in this Clause 19.3 shall impose any obligation on the Security Agent to advance any sum to any Debtor or otherwise under any Primary Debt Document, except, if applicable, in its capacity as a Primary Creditor; and (ii) for the purpose of any vote taken under any Primary Debt Document, a Security Agent shall not be regarded as having any participation or commitment other than, if applicable, those which it has in its capacity as a Primary Creditor. (g) The Security Agent may enforce performance of any Parallel Debt in its own name as an independent and separate right. This includes any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceedings.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). a) Each of Patheon B.V. and Patheon U.S. Holdings LLC (Athe “Parallel Obligors”) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Notes Collateral Agent amounts an amount equal to any amounts owing the aggregate amount payable (verschuldigd) by such Parallel Obligor in respect of its Notes Obligations as they may exist from time to time by time. The payment undertaking of each Parallel Obligor to the Issuer or that Subsidiary Guarantor Notes Collateral Agent under this paragraph (a) is hereinafter to any Secured Party under any Note Document be referred to as a “Parallel Debt”. Each Parallel Debt will be payable in U.S. dollars. (b) Each Parallel Debt will become due and payable (opeisbaar) as and when those amounts are one or more of the Notes Obligations become due and payable. (Bc) The IssuerEach of the parties to this Indenture hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, each Subsidiary Guarantor obligation and liability of the relevant Parallel Obligor to the Notes Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above 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 the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedNotes Obligations; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or represents the Notes Collateral Agent’s own separate and independent claim (in eigen en zelfstandige vordering) to receive payment of such Parallel Debt from the case of guarantee obligations) dischargedrelevant Parallel Obligor. (Cd) For To the purposes of this Section 11.09, extent the Notes Collateral Agent acts irrevocably (onaantastbaar) receives any amount in its own name and not as a trustee, and its claims in respect payment of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under of a Parallel Obligor, the Security Documents to the Notes Collateral Agent to secure shall distribute such amount among the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied Noteholder Secured Parties in accordance with this IndentureSection 6.13 hereof. Upon irrevocable (onaantastbaar) receipt by a Noteholder Secured Party of any amount so distributed to it (the “Received Amount”), the Notes Obligations of such Parallel Obligor to the relevant Noteholder Secured Party shall be reduced by amounts totaling an amount (the “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Notes Obligations on the date of receipt by such Noteholder Secured Party of the Received Amount.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Ai) The Issuer andNotwithstanding any other provision of this Agreement, subject to Section 12.06, the Borrower and each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Lenders, sums equal to any amounts owing from time to time and in the currency of each amount payable by the Issuer Borrower or that such Subsidiary Guarantor Borrower to any Secured Party each of the Lenders under any Note Document each of the Loan Documents as and when those amounts are that amount falls due and payablefor payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Lender to take appropriate steps, in insolvency proceedings affecting the Borrower or such Subsidiary Borrower, to preserve its entitlement to be paid that amount. (Bii) The Issuer, each Subsidiary Guarantor and the Collateral Administrative Agent acknowledges that the obligations shall have its own independent right to demand payment of the Issuer amounts payable by the Borrower and each Subsidiary Guarantor Borrower under Section 11.09(Athis subsection 9.9(a), irrespective of any discharge of the Borrower’s or a Subsidiary Borrower’s obligation to pay those amounts to the other Lenders resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Borrower or such Subsidiary Borrower, to preserve their entitlement to be paid those amounts. (iii) above Any amount due and payable by the Borrower or a Subsidiary Borrower to the Administrative Agent under this subsection 9.9(a) shall be decreased to the extent that the other Lenders 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 the Borrower or a Subsidiary Borrower to the other Lenders under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this subsection 9.9(a). (iv) The rights of the Lenders (other than the Administrative Agent) to receive payment of amounts payable by the Borrower and each Subsidiary Borrower under the Loan Documents are several and are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor Administrative Agent to any Secured Party receive payment under any Note Document (its “Corresponding Debt”this subsection 9.9(a), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (Db) All moneys amounts from time to time received or recovered by the Collateral Administrative Agent pursuant to this Section 11.09, under subsection 9.9(a) and/or in connection with the realization and enforcement of all amounts received or recovered any part of the Security Documents shall be held by the Collateral Administrative Agent from or by the enforcement of any Collateral granted in trust to secure the Parallel Debt, shall be applied apply in accordance with this Indenturethe terms of the Loan Documents.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) The Borrower hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Trustee, as creditor in its own right and not as representative of any of the other Creditor Parties, an amount equal to the aggregate of all its Principal Obligations to all the Creditor Parties from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its “Parallel Debt”). (Ab) The Issuer andEach of the parties hereto hereby acknowledges that (i) the Parallel Debt of the Borrower constitutes undertakings, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably obligations and unconditionally undertakes to pay liabilities of the Borrower to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and Security Trustee which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Principal Obligations which the Borrower has to any other Creditor Party and (ii) that the Parallel Debt represents the Security Trustee’s own claim to receive payment of such Parallel Debt by the Borrower, provided that the total amount which may become due under the Parallel Debt of the Issuer or that Subsidiary Guarantor Borrower under this Clause 31.11 shall never exceed the total amount which may become due under all the Principal Obligations of the Borrower to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute all the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Creditor Parties. (i) The total amount due by the Borrower as the Parallel Debt of the Issuer and each Subsidiary Guarantor under Clause 31.11(a) shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been the Borrower shall have paid any amounts to the Creditor Parties or any of them to reduce the Borrower’s outstanding Principal Obligations or any Creditor Party otherwise receive any amount of such Principal Obligations (in the case other than by virtue of guarantee obligations) dischargedClause 31.11(b)(ii); and (ii) The Corresponding To the extent that the Borrower shall have paid any amounts to the Security Trustee under the Parallel Debt or the Security Trustee shall have otherwise received monies in payment of such Parallel Debt, the Issuer and each Subsidiary Guarantor total amount due under the Principal Obligations shall be decreased and by the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedsame amount. (Cc) For In the purposes of this Section 11.09event the Security Trustee should resign or be removed by the Required Lenders, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Security Trustee shall assign the Parallel Debt shall not be held on trust and instead shall be owed to it to its successor security trustee together with all of its other rights and obligations under this Clause 31.11 and shall take all such further actions as the Agent in its individual capacity. The Collateral granted under the Security Documents sole discretion may deem necessary or desirable in order to assign and transfer to the Collateral Agent to secure successor security trustee the Parallel Debt is granted to and the Collateral Agent in its capacity as Parallel Debt Creditor other rights and shall not be held on trustobligations under this Clause 31.11. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(AClause 29.18(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(AClause 29.18(a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of an Obligor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause 29.18, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Finance Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause 29.18, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in accordance with Clause 31.1 (Order of application). (e) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this IndentureClause 29.18 or under any other provision of the Finance Documents), each Obligor acknowledges that: (i) nothing in this Clause 29.18 shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Finance Document except in its capacity as a Senior Lender; and (ii) for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay Without prejudice to the Collateral Agent amounts provisions of this Indenture and the Security Documents 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 any amounts owing and in the same currency of the obligations under the Notes and the Note Guarantees from time to time due by the Issuer or that Subsidiary such Guarantor to any Secured Party in accordance with the terms and conditions of the Note and Note Guarantees, including for the avoidance of doubt, the limitations set out under any Note Document Section 11.02, shall be owing as a separate and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations independent obligation of the Issuer and each Subsidiary Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). The Issuer, each Guarantor and the Security Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer and each Guarantor to the Security Agent under Section 11.09(A) above are several this Indenture and the Security Documents which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of under the Issuer or that Subsidiary Guarantor to any Secured Party under any Notes and Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for Guarantees which the Issuer or each Subsidiary such Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment has to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and Holders and (ii) The Corresponding that the Parallel Debt represents the Security Agent’s own claims to receive payment of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For and for the purposes of this Section 11.0910.07, the Collateral Security 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 and instead shall be owed to it in its individual capacity. The Collateral granted trust; provided that the total amount which may become due under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted shall never exceed the total amount which may become due under the Notes and Note Guarantees; provided, further, that the Security Agent shall exercise its rights with respect to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied solely in accordance with this Indenture, the Security Documents and the Intercreditor Agreement. (b) 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 and payable as Parallel Debt under this Section 10.07 shall be decreased to the extent that the Issuer or a Guarantor shall have paid any amounts to the Security Agent or to the Trustee or to the Agents on behalf of the Holders or any of them to reduce the outstanding principal amount of the Notes or the Security Agent or the Trustee on behalf of the Holders otherwise receives any amount in payment of the Notes and the Note Guarantees; and (2) to the extent that the Issuer or a Guarantor shall have paid any amounts to the Trustee or to the Security Agent or to the Agents under the Parallel Debt or the Trustee or the Security Agent or to the Agents shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Notes and the Note Guarantees shall be decreased as if said amounts were received directly in payment of the Notes and Note Guarantees. (d) In the event of any inconsistency between the terms of this Section 10.07 and the terms of clause 16.3 (

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Grantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing due from time to time by the Issuer or that Subsidiary Guarantor Grantor as First Lien Obligations to any First Lien Secured Party under any Note Secured Credit Document as and when those amounts are due and payablepayable under any Secured Credit Document. (Bb) The Issuer, each Subsidiary Guarantor Each Grantor and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Grantor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Grantor to any First Lien Secured Party under any Note Secured Credit Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Grantor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Grantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Grantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a Grantor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.095.14, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral security rights granted under the Security Documents a Secured Credit Document to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on in trust. (Dd) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.095.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security rights granted to secure the Parallel Debt, shall be applied in accordance with Section 2.01 (Priority of Claims). (e) The Collateral Agent accepts the provisions of this IndentureSection 5.14, as authorized thereto by the First Lien Secured Parties pursuant to the relevant Section of any Secured Credit Document (including but not limited to Section 9.01 (c) (Appointment and Authorization of Agents) of the Credit Agreement). (f) The provisions of this Section 5.14 are authorized by the First Lien Secured Parties and are binding on the Collateral Agent and the other First Lien Secured Parties. [Remainder of this page intentionally left blank]

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Ai) The Issuer andNotwithstanding any other provision of this Agreement, subject to Section 12.06, the Borrower and each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Lenders, sums equal to any amounts owing from time to time and in the currency of each amount payable by the Issuer Borrower or that such Subsidiary Guarantor Borrower to any Secured Party each of the Lenders under any Note Document each of the Loan Documents as and when those amounts are that amount falls due and payablefor payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Lender to take appropriate steps, in insolvency proceedings affecting the Borrower or such Subsidiary Borrower, to preserve its entitlement to be paid that amount. (Bii) The Issuer, each Subsidiary Guarantor and the Collateral Administrative Agent acknowledges that the obligations shall have its own independent right to demand payment of the Issuer amounts payable by the Borrower and each Subsidiary Guarantor Borrower under Section 11.09(Athis subsection 9.9(a), irrespective of any discharge of the Borrower’s or a Subsidiary Borrower's obligation to pay those amounts to the other Lenders resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Borrower or such Subsidiary Borrower, to preserve their entitlement to be paid those amounts. (iii) above Any amount due and payable by the Borrower or a Subsidiary Borrower to the Administrative Agent under this subsection 9.9(a) shall be decreased to the extent that the other Lenders 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 the Borrower or a Subsidiary Borrower to the other Lenders under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this subsection 9.9(a). (iv) The rights of the Lenders (other than the Administrative Agent) to receive payment of amounts payable by the Borrower and each Subsidiary Borrower under the Loan Documents are several and are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor Administrative Agent to any Secured Party receive payment under any Note Document (its “Corresponding Debt”this subsection 9.9(a), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (Db) All moneys amounts from time to time received or recovered by the Collateral Administrative Agent pursuant to this Section 11.09, under subsection 9.9(a) and/or in connection with the realization and enforcement of all amounts received or recovered any part of the Security Documents shall be held by the Collateral Administrative Agent from or by the enforcement of any Collateral granted in trust to secure the Parallel Debt, shall be applied apply in accordance with this Indenturethe terms of the Loan Documents.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (A) The Issuer andWithout prejudice to the other provisions of this Agreement and for the purpose of ensuring and preserving the validity and continuity of the Dutch law security rights granted and to be granted by the respective pledgors (the respective pledgors hereafter jointly and individually the "Pledgor") under or pursuant to the Pledge of Inventory, subject the Pledge of Inter-Company Receivables, the Pledge of Polaroid Nederland Receivables and the Pledge of Polaroid Trading Receivables (and any additional pledges further to Section 12.06any of the foregoing and any other Dutch Security), each Subsidiary of the Borrower and the Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Pledgee (as defined therein) amounts equal to any amounts owing and in the currency of its respective Principal Obligations from time to time by due in accordance with the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as terms and when those amounts conditions of its Principal Obligations (such payment undertaking and the obligations and liabilities which are due and payablethe result thereof, the "Parallel Debt"). (B) The Issuerparties hereto acknowledge (i) that the Parallel Debt constitutes undertakings, obligations and liabilities of each Subsidiary Guarantor of the Borrower and the Collateral Agent acknowledges that Guarantor to the obligations of the Issuer and each Subsidiary Guarantor Pledgee under Section 11.09(A) above are several and this Agreement which are separate and independent independant from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Principal Obligations which each of the Issuer Borrower and the Guarantor has to the Beneficiaries and (ii) that the Parallel Debt represents the Pledgee's own claims (vorderingen op naam) to receive payment of the Parallel Debt with the Pledgee as sole creditor thereof and the same (or any Dutch Security) not being held on trust, provided that Subsidiary the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Principal Obligations. (C) Every payment of monies made by the Borrower or the Guarantor to any Secured Party under any Note Document the Pledgee shall (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors conditionally upon such payment not subsequently being avoided or reduced by virtue of any Corresponding Debtprovisions or enactments relating to bankruptcy, nor shall the amounts for which the Issuer insolvency, liquidation or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”similar laws of general application) be limited in satisfaction PRO TANTO of the covenant by the Borrower or affected the Guarantor respectively contained in any way by its Corresponding Debt; sub-paragraph (A) above, 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 Pledgee shall be entitled to receive the amount of such payment from the Borrower or the Guarantor, as the case may be, and the Borrower or the Guarantor, as the case may be, shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (D) Subject to the proviso contained in sub-paragraph (C) above, but notwithstanding any of the other provisions of this paragraph (D): (i) The the total amount due and payable as Parallel Debt of the Issuer and each Subsidiary Guarantor under this Clause 21.14 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding the Borrower and/or the Guarantor shall have paid any amounts to the Beneficiaries to reduce the outstanding Principal Obligations or any Beneficiary otherwise (other than as a result of the Parallel Debt has been paid or (Security granted to secure the same) receives any amount in payment of the case of guarantee obligations) dischargedPrincipal Obligations; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been the Borrower and/or the Guarantor shall have paid or (in any amounts to the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Pledgee under the Parallel Debt or the Pledgee shall not be held on trust and instead shall be owed to it have otherwise received monies in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement payment of any Collateral granted to secure the Parallel Debt, subject to sub-paragraph (C) above the total amount due and payable under the Principal Obligations shall be applied decreased as if the amounts were received directly in payment of the Principal Obligations in accordance with this IndentureClause 21.15.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06Notwithstanding any other provision of any other Security Document, each Subsidiary Guarantor Note Obligor hereby irrevocably and unconditionally undertakes (by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent Trustee amounts equal to any amounts owing from time due in respect of all Parity Lien Obligations (the “Corresponding Debt”) of such Note Obligor under the Notes (including Additional Notes), the Indenture, any other Parity Lien Document and any other Security Document. The payment undertakings of each Note Obligor under this Section 5.15 (Parallel Debt) are each to time by be referred to as a “Parallel Debt”. For the Issuer or that Subsidiary Guarantor avoidance of any doubt, the Collateral Trustee’s role is purely administrative and subject to any Secured Party under any Note the provisions of the Parity Lien Document as and when those amounts are due and payableto which it is a party. (Bb) The Issuer, each Subsidiary Guarantor Each Note Obligor and the Collateral Agent acknowledges Trustee acknowledge that (i) each Parallel Debt constitutes an undertaking, obligation and liability to the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are Collateral Trustee which is separate and independent from, and without prejudice to, the Corresponding Debt of the relevant Note Obligor and shall not in any way limit or affect, the corresponding obligations Corresponding Debt of the Issuer or that Subsidiary Guarantor Note Obligor to any Secured Party under the Indenture, any Note other Parity Lien Document or any Security Document, (its “Corresponding Debt”), nor shall it constitute ii) each Parallel Debt represents the Collateral Agent Trustee’s own separate and any independent claim to receive payment of the Parallel Debt from the relevant Note Party as joint creditors of any Corresponding DebtObligor, nor shall it being understood, in each case, that: (x) the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor Note Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and and (iiy) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Note Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged, (iii) the 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. (Cc) For the purposes purpose of this Section 11.095.15, the Collateral Agent acts Trustee will act in its own name and not name, as a trusteeCollateral Trustee hereunder, referencing such capacity as applicable, and its claims in respect of the Parallel Debt Debts shall not be held on trust and instead shall be owed to by it in its individual capacityas trustee. The Collateral Liens granted under the Security Documents to the Collateral Agent Trustee to secure the Parallel Debt is Debts are granted to the Collateral Agent Trustee in its capacity as creditor of the Parallel Debt Creditor Debts and shall not be held on in trust. (Dd) All moneys received or recovered by the Collateral Agent Trustee pursuant to this Section 11.095.15, and all amounts received or recovered by the Collateral Agent Trustee from or by the enforcement of any Collateral Liens granted to secure the Parallel DebtDebts, shall be applied in accordance with Section 3.4. (e) Without limiting or affecting the Collateral Trustee’s rights against the Note Obligors (whether under this IndentureSection 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 Trustee to advance any sum to any Note Obligor or otherwise under any Security Document. (f) For the purpose of any Security Document governed by German law, each party to this Agreement agrees that the Collateral Trustee 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 Trustee will have its own and independent right to demand performance by the relevant Note Obligor of its obligations (Gesamtgläubigerschaft) in full. Notwithstanding the foregoing, payments by the relevant Note Obligor under the relevant Security Document shall only be made to the Collateral Trustee. (g) [reserved]: (h) This Section 5.15 shall, for the avoidance of doubt, 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 Trustee has no rights and responsibilities under this Agreement or any Parity Lien Document other than in its capacity as Collateral Trustee, as expressly provided herein or in such Parity Lien Document.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) The Borrower hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Trustee, as creditor in its own right and not as representative of any of the other Creditor, an amount equal to the aggregate of all its Principal Obligations to all the Creditor Parties from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its “Parallel Debt”). (Ab) The Issuer andEach of the parties hereto hereby acknowledges that (i) the Parallel Debt of the Borrower constitutes undertakings, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably obligations and unconditionally undertakes to pay liabilities of the Borrower to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and Security Trustee which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Principal Obligations which the Borrower has to any other Creditor and (ii) that the Parallel Debt represents the Security Trustee’s own claim to receive payment of such Parallel Debt by the Borrower, provided that the total amount which may become due under the Parallel Debt of the Issuer or that Subsidiary Guarantor Borrower under this Section 17.17 shall never exceed the total amount which may become due under all the Principal Obligations of the Borrower to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute all the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Creditor Parties. (i) The total amount due by the Borrower as the Parallel Debt of the Issuer and each Subsidiary Guarantor under Section 17.17(a) shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been the Borrower shall have paid any amounts to the Creditor Parties or any of them to reduce the Borrower’s outstanding Principal Obligations or any Creditor otherwise receive any amount of such Principal Obligations (in the case other than by virtue of guarantee obligations) dischargedSection 17.17(b)(ii)); and (ii) The Corresponding To the extent that the Borrower shall have paid any amounts to the Security Trustee under the Parallel Debt or the Security Trustee shall have otherwise received monies in payment of such Parallel Debt, the Issuer and each Subsidiary Guarantor total amount due under the Principal Obligations shall be decreased and by the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedsame amount. (Cc) For In the purposes of this Section 11.09event the Security Trustee should resign, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Security Trustee shall assign the Parallel Debt shall not be held on trust and instead shall be owed to it to its successor security trustee together with all of its other rights and obligations under this Section 17.17 and shall take all such further actions as the Facility Agent in its individual capacity. The Collateral granted under the Security Documents sole discretion may deem necessary or desirable in order to assign and transfer to the Collateral Agent to secure successor security trustee the Parallel Debt is granted to and the Collateral Agent in its capacity as Parallel Debt Creditor other rights and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to obligations under this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture17.17.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) Notwithstanding Section 10.02 (Nature of Duties; Delegation), the Collateral Agent holds any Lien created or expressed to be created by a Security Document governed by Dutch law in its own name and as Collateral Agent for the Secured Parties on the terms contained in this Agreement. (Ab) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by to, and in the Issuer or that Subsidiary Guarantor to any Secured same currency as, the Principal Obligations. The payment undertakings of each Loan Party under any Note Document this Section 10.13 are to be referred to as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:. (ic) The obligations of a Loan Party under the Parallel Debt shall be decreased to the extent that the corresponding Principal Obligations are reduced and the Principal Obligations shall be decreased to the extent that the corresponding obligations under the Parallel Debt are reduced. (d) An Event of Default in respect of the payment of the Principal Obligations shall constitute a default within the meaning of section 3:248 DCC with respect to the payment of the Parallel Debt without any notice being required. (e) The Parallel Debt constitutes independent claims (eigen en zelfstandige vorderingen) of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to vis-à-vis a Loan Party, provided that the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of total amount which may become due under the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted never exceed the total amount due under the Security Documents to Principal Obligations. (f) Each Loan party hereby confirms and agrees that if the Collateral Agent to secure would transfer the Parallel Debt is to a successor collateral agent (the “New Collateral Agent”) in accordance with the terms of this Agreement (i) the New Collateral Agent will have the benefit of any Lien, (ii) claims of the New Collateral Agent arising after the date of such transfer shall be secured by any Lien, (iii) assets acquired by that Loan Party after the date of such transfer shall be subject to any Lien (and each Loan Party agrees and confirms that any Lien created by that Loan Party in advance shall be deemed to have been created also for the benefit of such New Collateral Agent) and (iv) any power of attorney or waiver granted to the Collateral Agent in its capacity as Parallel Debt Creditor will be deemed to have been granted also for the benefit of such New Collateral Agent and shall not can be held on trust. (D) All moneys received or recovered enforced against the relevant party by the New Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this IndentureAgent.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Borrowers hereby irrevocably and unconditionally undertakes undertake to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Borrowers to any Secured Party Lender under any Note Credit Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Borrowers and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Borrowers under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Borrowers to any Secured Party Lender under any Note Credit Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor is Borrowers are liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Borrowers shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Borrowers shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of the Borrowers shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.0911.21, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral security granted under the Security Credit Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.0911.21, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security granted to secure the Parallel Debt, shall be applied in accordance with Section 9.03. (e) Without limiting or affecting the Collateral Agent’s rights against the Borrowers (whether under this IndentureSection 11.21 or under any other provision of the Credit Documents), the Borrowers acknowledge that: (i) nothing in this Section 11.21 shall impose any obligation on the Collateral Agent to advance any sum to the Borrowers or otherwise under any Credit Document; 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.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). a) Notwithstanding any other provision in any Finance Document to the contrary, the Borrower hereby undertakes, by way of an abstract acknowledgement of debt (Aabstraktes Schuldanerkenntnis) The Issuer andand as an independent payment obligation, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Security Agent, as creditor in its own right and not as representative of the other Finance Parties, sums equal to any amounts owing and in the currency of all its obligations to the Finance Parties under or in connection with the Finance Documents from time to time by (the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document "PARALLEL DEBT") as and when those amounts are any of such amount falls due and payablefor payment under the relevant Finance Document PROVIDED THAT this shall not, at any time, result in the Borrower incurring an aggregate obligation to the Finance Parties which is greater than its obligations (excluding the obligations under the Parallel Debt to the Finance Parties under the Finance Documents. (Bb) The Issuer, each Subsidiary Guarantor Security Agent shall have an independent right to demand payment of the Parallel Debt. (c) Any amount due and payable by the Collateral Borrower to the Security Agent acknowledges under the Parallel Debt shall be decreased to the extent that the obligations Finance Parties have received (and are able to retain) a payment in full of the Issuer corresponding amount owed under the other provisions of the Finance Documents and each Subsidiary Guarantor any amount due and payable by the Borrower to the Finance Parties under Section 11.09(Athose provisions shall be decreased to the extent that the Security Agent has received (and is able to retain) above payment in full of the corresponding amount under the Parallel Debt. (d) The rights of the Finance Parties to receive payment of amounts payable by the Borrower under the Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Security Agent to receive payment under the Parallel Debt. (e) Notwithstanding the foregoing, any payment under the Finance Documents shall not be made to the relevant Finance Party as set out in the respective Finance Document, unless expressly stated otherwise in that Finance Document (save for this Clause 6 (Parallel Debt)) or unless the relevant Finance Party directs such payment to be made to the Security Agent. (f) Subject to paragraph (c) above, nothing in this Clause 6 (Parallel Debt) shall in any way limit negate, affect or affect, increase the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment Borrower to the extent that its Corresponding Debt has been paid or (in Finance Parties under the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims Finance Documents in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted liabilities under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustthis Agreement. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT).Subject to the provisions of Article IV: (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Security Trustee amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor such Credit Party to any Secured Finance Party under any Note Credit Document as and when those amounts are due and payablebecome due. (Bb) The Issuer, each Subsidiary Guarantor Each Credit Party and the Collateral Agent acknowledges Security Trustee acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Credit Party under Section 11.09(A11.20(a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor such Credit Party to any Secured Finance Party under any Note Credit Document (its such Credit Party’s “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The the amounts for which such Credit Party is liable under Section 11.20(a) (such Credit Party’s “Parallel Debt of the Issuer and each Subsidiary Guarantor Debt”) shall be decreased and the Collateral Agent shall not demand payment to the extent that its such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee any guaranty obligations) discharged; (ii) the Corresponding Debt of such Credit Party shall be decreased to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; and (iiiii) The the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedsuch Credit Party. (Cc) For the purposes of this Section 11.0911.20, the Collateral Agent Security Trustee acts in its own name and not as a trustee, and its claims any claim made by the Security Trustee in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral security interests granted under the Security Collateral Documents to the Collateral Agent Security Trustee to secure the Parallel Debt is granted to the Collateral Agent Security Trustee in its capacity as creditor in respect of the Parallel Debt Creditor and shall not be held on in trust. (Dd) All moneys monies received or recovered by the Collateral Agent Security Trustee pursuant to this Section 11.0911.20, and all amounts received or recovered by the Collateral Agent Security Trustee from or by the enforcement of any Collateral security interests granted to secure the Parallel Debt, shall be applied in accordance with Section 9.03. (e) Without limiting or affecting the Security Trustee’s rights against the Credit Parties (whether under this IndentureSection 11.20 or under any other provision of the Credit Documents), each Credit Party acknowledges that: (i) nothing in this Section 11.20 shall impose any obligation on the Security Trustee to advance any sum to any Credit Party or otherwise under any Credit Document in its capacity as Security Trustee; and (ii) for the purpose of any vote taken under any Credit Document, the Security Trustee shall not be have any participation or commitment in its capacity as Security Trustee.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (A) The Notwithstanding any other provision of this Indenture, and solely for the purpose of security granted under the Swiss Security Documents, the Issuer and, subject to Section 12.06, each Subsidiary Guarantor and the Guarantors hereby irrevocably and unconditionally undertakes undertake (by way of an abstract acknowledgment of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent as creditor in its own right, and not as a representative of the Holders of Securities or the Trustee, amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor such obligor to any Holder of Securities, the Trustee and any other Secured Party under (as defined in the Collateral Agreement), this Indenture, the Securities or any Note other Indenture Document (as defined in the Collateral Agreement) (the “Finance Documents”) as and when when, and in the currency of, those amounts are due and payable. (B) for payment under the Finance Documents. The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor acknowledge that their obligations under this Section 11.09(A) above 11.10 are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor such obligor to any Holder of Securities, the Trustee and any other Secured Party under any Note Document (as defined in the Collateral Agreement), as applicable (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or and each Subsidiary Guarantor is liable under this Section 11.09(A) above 11.10 (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided provided, that: , (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in discharged, but further provided that the case Corresponding Debt shall not be decreased, if it is effected by virtue of guarantee obligations) discharged. (C) For any set-off, counterclaim or similar defense invoked by the purposes of this Section 11.09, Issuer or a Guarantor vis-à-vis the Trustee. The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral Liens granted under the Security Finance Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on in trust. (D) . All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.09, 11.10 and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security interest granted to secure the Parallel Debt, shall be applied in accordance with the Finance Documents. Without limiting or affecting the Collateral Agent’s rights against the Issuer or the Guarantors the Issuer and each Guarantor acknowledges that (i) nothing in this IndentureSection 11.10 shall impose any obligation on the Collateral Agent to advance any sum to the Issuer or the Guarantors or otherwise under the Finance Documents, except in its capacity as Holder of Securities (if applicable); and (ii) for the purpose of any vote taken any Finance Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Holder of Securities (if applicable).

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andNotwithstanding any other provision of any Loan Document, subject with respect to Section 12.06the obligations of the Dutch Borrowers under the Credit Agreement, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time to time and in the currency of each amount payable by the Issuer or that Subsidiary such Guarantor to any each of the Secured Party Parties under any Note Document this Agreement as and when those amounts are that amount falls due and payable. for payment under this Agreement or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Guarantor or any Subsidiary thereof, to preserve its entitlement to be paid that amount (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and Guarantors described in this paragraph being referred to as the “Guaranty Parallel Debt”). (b) The Administrative Agent shall have its own independent right to demand payment of this Guaranty Parallel Debt payable by each Subsidiary Guarantor under this Section 11.09(A4.12, irrespective of any discharge of the obligation of such Guarantor to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Guarantor or any Subsidiary thereof, to preserve their entitlement to be paid those amounts. (c) above Any amount in respect of the Administrative Agent’s Guaranty Parallel Debt due and payable by a Guarantor to the Administrative Agent under this Section 4.12 shall be decreased to the extent that any of the other Secured Parties have received (and have not returned or repaid to the relevant Guarantor) payment in full of the corresponding amount of the obligations of the Dutch Borrowers under the other provisions of the Loan Documents, Secured Hedge Agreements, Bank Products or Secured Cash Management Agreements and any amount due and payable by such Guarantor to the other Secured Parties under those provisions shall be decreased to the extent that the Administrative Agent has received payment in full of the corresponding amount in respect of its Guaranty Parallel Debt under this Section 4.12 against such Guarantor. (d) Subject to the foregoing provisions of this Section 4.12, the rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by a Guarantor of the obligations of the Dutch Borrowers under the Loan Documents, Secured Hedge Agreements, Bank Products or Secured Cash Management Agreements are several and are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor Administrative Agent to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors receive payment of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (of its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Guaranty Parallel Debt of the Issuer and each Subsidiary against any Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedunder this Section 4.12. (Ce) For the purposes of this Section 11.094.12, the Collateral Administrative Agent acts in its own name and not as a trusteeagent, representative or trustee of any of the Secured Parties and neither its claims in respect of the any Guaranty Parallel Debt nor security in respect of these claims shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (Df) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Administrative Agent from or in connection with this Section 4.12, to the extent permitted by the enforcement of any Collateral granted to secure the Parallel Debtapplicable law, shall be applied in accordance with this Indentureclause (a) of Section 8.03 of the Credit Agreement.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andEach Lender, subject to Section 12.06the Administrative Agent, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor Swing Line Lender and the Collateral Agent acknowledges that the obligations L/C Issuer (collectively, for purposes of the Issuer and each Subsidiary Guarantor under this Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect11.18 only, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel DebtFinance Parties”) be limited or affected in any way by its Corresponding Debt; provided hereby agree that: (i) The the total amount due and payable as Parallel Debt (as created and defined in the Share Pledge Agreement (as defined in Section 11.18(d) below) under Clause 2 of the Issuer and each Subsidiary Guarantor Share Pledge Agreement (as defined in Section 11.18(d) below) shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been any amount is irreversibly (onaantastbaar) paid to and received by the Finance Parties or any of them to reduce the total amount due and payable in respect of the Principal Obligations (as this term is defined in the case Share Pledge Agreement (as defined in Section 11.18(d) below)), as if such amount were received by the Administrative Agent in payment of guarantee obligationsthe Parallel Debt (as created and defined in the Share Pledge Agreement (as defined in Section 11.18(d) dischargedbelow); and (ii) The Corresponding Debt the total amount due and payable in respect of the Issuer and each Subsidiary Guarantor Principal Obligations (as this term is defined in the Share Pledge Agreement (as defined in Section 11.18(d) below)) shall be decreased and the Collateral Agent shall not demand payment to the extent that its any amount is irreversibly (onaantastbaar) paid to and received by the Administrative Agent in payment of the Parallel Debt has been paid or (as created and defined in the case Share Pledge Agreement (as defined in Section 11.18(d) below), as if such amount were received by the Finance Parties or any of guarantee obligationsthem in payment of the corresponding Principal Obligations (as this term is defined in the Share Pledge Agreement (as defined in Section 11.18(d) dischargedbelow)). The Administrative Agent undertakes to give effect to the preceding sentence by application of any amount so received in payment of the Parallel Debt (as created and defined in the Share Pledge Agreement (as defined in Section 11.18(d) below) in accordance with the terms and conditions of the Loan Documents, as if such amount were received in payment of the corresponding Principal Obligations (as this term is defined in the Share Pledge Agreement (as defined in Section 11.18(d) below)). (Cb) This Section 11.18 and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating thereto shall be governed by and construed in accordance with the laws of the Netherlands. (c) Each of the parties hereto irrevocably agrees that all disputes arising out of this Section 11.18 shall be submitted in first instance to the competent court at Amsterdam, the Netherlands. Nothing in the preceding sentence shall limit the Administrative Agent’s right to bring proceedings against ▇▇▇▇▇ Overseas, Inc. in any other court or competent jurisdiction. (d) For the purposes of this Section 11.0911.18 only, the Collateral Agent acts term “Share Pledge Agreement” shall mean the notarial deed of pledge of shares entered into by no later than the date provided in its own name and not Section 7.12(b) between ▇▇▇▇▇ Overseas, Inc as a trusteethe pledgor, Bank of America as the pledgee, and its claims in respect of ▇▇▇▇▇ Europe as the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustcompany. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Ai) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor hereby Each UK Borrower irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affectsuch undertaking, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) to pay to the Agent by way of an abstract acknowledgement of debt amounts equal to the aggregate of all 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 the foregoing. Such abstract acknowledgement of debt shall constitute an independent right of the Agent to demand and receive payment of the Parallel Debt. (ii) The obligations of the 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 limited 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, 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 affected in any way by its Corresponding the Lender Group (as applicable) are due under the Underlying Secured Debt; provided . (iv) For the avoidance of doubt, the Agent, each Loan Party and each UK Borrower acknowledge and agree that: : (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor UK Borrower shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Underlying Secured Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding the Underlying Secured Debt of the Issuer and each Subsidiary Guarantor UK Borrower shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. ; and (Ciii) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect amount of the Parallel Debt shall not at all times be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents equal to the Collateral Agent to secure the amount of its Underlying Secured Debt. (v) The Parallel Debt is granted owed to the Collateral Agent in its capacity own name on behalf of itself and not as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received agent or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement representative of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indentureother person or as trustee.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) The Purchaser irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Agent an amount equal to the aggregate of all its Principal Obligations to the Facility Lenders from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, hereinafter being its “Parallel Debt”). (Ab) The Issuer andparties to this Agreement hereby acknowledge and agree that (i) the Parallel Debt of the Purchaser constitutes undertakings, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably obligations and unconditionally undertakes to pay liabilities of the Purchaser to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and which are separate and independent from, and without prejudice to, the principal obligations which the Purchaser has to the Facility Lenders, and (ii) that the Parallel Debt represents the Agent’s own claim to receive payment of such Parallel Debt by the Purchaser; provided that the total amount which may become due under the Parallel Debt of the Purchaser under this Section 9.14 shall not in any way limit limit, affect or affect, exceed the corresponding obligations total amount which may become due under all the Principal Obligations of the Issuer or that Subsidiary Guarantor Purchaser to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Facility Lenders. (ic) The total amount due by the Purchaser as the Parallel Debt of the Issuer and each Subsidiary Guarantor under this Section 9.14 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been the Purchaser shall have irrevocably paid any amounts to the Facility Lenders or (any of them to reduce the Purchaser’s outstanding Principal Obligations or the Facility Lenders otherwise receive any amount in the case payment of guarantee obligations) discharged; andsuch Principal Obligations. (iid) The Corresponding Debt To the extent that the Purchaser shall have paid any amounts to the Agent in respect of the Issuer and each Subsidiary Guarantor Parallel Debt or the Agent shall have otherwise received monies in payment of such Parallel Debt, the total amount due in respect of the Principal Obligations shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargeda like amount. (Ce) For the purposes purpose of this Section 11.099.14, the Collateral Agent acts in its own name and on behalf of itself and not as a trusteeagent, representative or trustee of any Facility Lender and its claims in respect of the a Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (Df) All moneys received or recovered by For the Collateral Agent pursuant to this Section 11.09avoidance of doubt, a Parallel Debt will become due and all amounts received or recovered by payable at the Collateral Agent from or by same time the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this IndenturePrincipal Obligations become due and payable.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (A) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor 31.1.1 Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Security Trustee amounts equal to any amounts owing from time by that Obligor to time by the Issuer or that Subsidiary Guarantor to any Secured each other Finance Party under any Note Document the Finance Documents as and when those amounts are the same fall due for payment thereunder so that the Security Trustee shall be the obligee of such covenant to pay and payableshall be entitled to claim performance thereof in its own name and not only as Security Trustee or trustee acting on behalf of the Finance Parties. (B) 31.1.2 The Issuer, each Subsidiary Guarantor Obligors and the Collateral Agent acknowledges Security Trustee acknowledge that the for this purpose, such monetary obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above Obligors to the Security Trustee are and/or shall be several and are and/or shall be separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding identical obligations of which an Obligor has and/or shall have to the Issuer or other Finance Parties under the Finance Documents. 31.1.3 Without prejudice to the foregoing, it is further agreed that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall i) the amounts for which due and payable by each Obligor under this Clause 31 (the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and Obligors satisfy any amounts owing by the Obligors to the other Finance Parties under the Finance Documents and/or payments to the Security Trustee under this provision shall reduce the amounts owing to the other Finance Parties under the Finance Parties under the Senior Finance Documents by an equal amount and (ii) The Corresponding the Parallel Debt shall not exceed the aggregate of the Issuer and each Subsidiary Guarantor corresponding obligations which the Obligors have to the Finance Parties under the Finance Documents from time to time. Nothing in this Clause 31 shall in any way negate, affect or increase the obligations which any Obligor has to any Finance Party under the Finance Documents. For the avoidance of doubt, any amounts due or owing under this Clause 31 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For ignored for the purposes of calculating the financial covenants in Clause 21 (Financial covenants) and for the purpose of any vote taken by the Finance Parties. 31.1.4 For the purpose of this Section 11.09Clause 31 only, the Collateral Agent Security Trustee acts in its own name and on behalf of itself and not as a trusteeSecurity Trustee, and its claims in respect representative or trustee of the Parallel Debt shall not be held on trust and instead shall be owed any other party hereto. Any security granted to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent Trustee to secure the Parallel Debt is granted to the Collateral Agent Security Trustee in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement creditor of any Collateral granted to secure the Parallel Debt, . The Security Trustee shall be applied apply any amounts received by it in respect of the Parallel Debt in accordance with the terms of this IndentureAgreement.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT).Solely to comply with the requirements of the laws of the Netherlands and with no impact or effect upon any other provisions hereof, the Borrowers, Guarantors, Agent and Lenders agree as follows: (Aa) The Issuer and, subject For the purposes of ensuring the validity and effect of any security right granted or to Section 12.06be granted by any Borrower or Guarantor under any of the Financing Agreements governed by Dutch law, each Subsidiary Borrower and Guarantor hereby irrevocably and unconditionally undertakes undertake, as far as necessary in advance, to pay to the Collateral Agent amounts Agent, acting in its own capacity and not as agent (gevolmachtigde) or trustee, an amount equal to any amounts owing the aggregate of all Obligations (other than the Parallel Debt, as defined below) from time to time by due (opeisbaar) in accordance with the Issuer or that Subsidiary Guarantor terms and conditions of such Obligations (such payment undertakings and the obligations and liabilities which are the result thereof, hereinafter referred to any Secured Party under any Note Document as and when those amounts are due and payableas, respectively, such Borrower's and/or Guarantor's "Parallel Debt"). (Bb) The Issuerparties to this Agreement hereby acknowledge that: (i) the Parallel Debt of each Borrower and Guarantor constitutes obligations of, each Subsidiary respectively, such Borrower and Guarantor and to the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedObligations; and (ii) The Corresponding the Parallel Debt represents the Agent's own claim (vordering) to receive payment of such Parallel Debt by, respectively, each Borrower and Guarantor. (c) Any amount due and payable by each Borrower and Guarantor to the Issuer and each Subsidiary Guarantor Agent under its respective Parallel Debt shall be decreased and the Collateral Agent shall not demand payment to the extent that the Agent, Lenders and/or Bank Product Providers have received payment in full of the corresponding amount under the Obligations, and any amount due and payable by each Borrower and Guarantor under its respective Obligations shall be decreased to the extent that the Agent has received payment in full of the corresponding amount under its respective Parallel Debt has been paid or (in the case of guarantee obligations) dischargedDebt. (Cd) For The Agent shall apply any amount received in payment of a Parallel Debt in accordance with the purposes terms and conditions under the Financing Agreements governing the application of proceeds in payment of the Obligations as if such amounts were received in payment of the corresponding Obligations. (e) The terms and provisions of this Section 11.09, 5.3 shall be governed by the Collateral Agent acts in its own name and not as a trustee, and its claims in respect laws of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustNetherlands. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06Notwithstanding any other provision of this Agreement, each Subsidiary Guarantor Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to any amounts owing from time and in the currency of each amount payable by such Loan Party to time by the Issuer or that Subsidiary Guarantor to any Secured Party Parties under any Note Document each of the Loan Documents, the Secured Cash Management Agreements and the Secured Hedge Agreements as and when those amounts are that amount falls due for payment under the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, or would have fallen due but for (i) any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve its entitlement to be paid that amount, or (ii) any modification of obligations of the Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under the Loan Documents, the Secured Cash Management Agreements and payablethe Secured Hedge Agreements resulting from an arrangement (if any) reached in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries). (Bb) The IssuerAdministrative Agent shall have its own independent right to demand payment of the amounts payable by the Loan Parties under this Section 10.24, each Subsidiary Guarantor and irrespective of (i) any discharge of the Collateral Agent acknowledges that Loan Parties’ (or, if applicable, other Restricted Subsidiaries’) obligation to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), to preserve their entitlement to be paid those amounts, or (ii) any modification affecting the obligations of the Issuer and each Subsidiary Guarantor Loan Parties (or, if applicable, other Restricted Subsidiaries) to the Secured Parties under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affectthe Loan Documents, the corresponding obligations of Secured Cash Management Agreements or the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document Hedge Agreements resulting from an arrangement (its “Corresponding Debt”if any) reached in insolvency proceedings affecting the Loan Parties (or, if applicable, other Restricted Subsidiaries), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:. (ic) The Parallel Debt of Any amount due and payable by the Issuer and each Subsidiary Guarantor Loan Parties to the Administrative Agent under this Section 10.24 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or the other Secured Parties have received (and are able to retain) payment in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt full of the Issuer corresponding amount under the other provisions of the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements, as applicable, and each Subsidiary Guarantor any amount due and payable by the Loan Parties to the other Secured Parties under those provisions shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt the Administrative Agent has been paid or received (and is able to retain) payment in full of the case of guarantee obligations) dischargedcorresponding amount under this Section 10.24. (Cd) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys Any amount received or recovered by the Collateral Agent Administrative Agent, as creditor, pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, 10.24 shall be applied as set forth in accordance with this IndentureSection 8.03.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor For the purposes of the Dutch Security the Borrowers hereby irrevocably and unconditionally undertakes undertake to pay to the Collateral Facility Agent amounts equal to any amounts owing from time to time by the Issuer Borrowers (whether owed as borrower of a facility or that Subsidiary Guarantor as joint and several obligor) to any Secured Party the relevant Finance Parties under any Note Document the Finance Documents as and when those amounts are the same fall due for payment thereunder, so that the Facility Agent shall be the obligee of such covenant to pay and payable. (B) The Issuer, each Subsidiary Guarantor shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the relevant Finance Parties. Each Borrower and the Collateral Facility Agent acknowledges acknowledge that the for this purpose such obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above Borrower are several and are separate and independent from, and without prejudice to, the identical obligations which each Borrower has to the Finance Parties under the relevant Finance Documents, provided that this shall not not, at the same time, result in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Borrower incurring an aggregate obligation to any Secured Party such Finance Parties under any Note Document the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall a) the amounts for which due and payable by each Borrower under this Clause 20.9 (the Issuer or each Subsidiary Guarantor is liable under Section 11.09(APARALLEL DEBT) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been any Borrower paid any amounts to the Finance Parties or (any of them in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt respect of the Issuer Secured Liabilities and each Subsidiary Guarantor shall be decreased vice versa and (b) the Collateral Agent Parallel Debt shall not demand payment exceed the aggregate of the corresponding obligations which any Borrower has to the extent that its Parallel Debt has been paid or (in Finance Parties under the case of guarantee obligations) dischargedFinance Documents. (Cb) Nothing in this Clause shall in any way negate, affect or increase the obligations of the Borrowers to any Finance Parties under the Finance Documents in respect of the Secured Liabilities. For the purposes purpose of this Section 11.09Clause, the Collateral Facility Agent acts in its own name and on behalf of itself and not as a trustee, agent or representative of any other party hereto and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral any security granted under the Security Documents to the Collateral Facility Agent to secure the Parallel Debt is granted to the Collateral Facility Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trustsolely for the purpose referred to above. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENTa) Without prejudice to the provisions of this Indenture and the Security Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Co-Issuers and each Guarantor to the Collateral Trustee, an amount equal to and in the same currency of the obligations under the Notes and the Guarantees from time to time due by the Co-Issuers or such Guarantor in accordance with the terms and conditions of the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 10.02, shall be owing as a separate and independent joint and several obligation of the Co-Issuers and each Guarantor to the Collateral Trustee (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). (Ab) The Issuer and, subject to Section 12.06Co-Issuers, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges Trustee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, joint and several obligations and liabilities of the Issuer Co-Issuers and each Subsidiary Guarantor to the Collateral Trustee under Section 11.09(A) above are several this Indenture and the Security Documents which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations under the Notes and Guarantees which the Co-Issuers or such Guarantor has to the Holders and (ii) that the Parallel Debt represents the Collateral Trustee’s claims as Collateral Trustee to receive payment of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of that the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of total amount which may become due under the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted never exceed the total amount which may become due under the Security Documents to Notes and Guarantees; provided, further, that the Collateral Agent Trustee shall exercise its rights with respect to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied solely in accordance with this IndentureIndenture and the Security Documents. (c) Every payment of monies made by the Co-Issuers or a Guarantor to the Collateral Trustee 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 Co-Issuers or such Guarantor contained in

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andEach Loan Party, subject to Section 12.06by way of an independent payment obligation, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Lenders and the Issuing Bank, sums equal to any amounts owing from time and in the currency of each amount payable by such Loan Party to time by the Issuer or that Subsidiary Guarantor to any Secured Party Lenders and the Issuing Bank under any Note Document the Obligations as and when those amounts are that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and payableconfirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations. (Bb) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor Loan Party under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Issuer Lenders or that Subsidiary Guarantor to any Secured Party the Issuing Bank under any Note Document the Obligations (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Loan Party is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; , provided that: that (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment with regard to the Parallel Debt of any Loan Party to the extent that its such Loan Party's Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and , (ii) The neither the Collateral Agent nor the Lenders nor Issuing Bank shall demand payment with regard to the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment any Loan Party to the extent that its such Loan Party's Parallel Debt has been paid or (in the case of guarantee obligations) dischargeddischarged and (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes of this Section 11.09, the The Collateral Agent acts in its own name and not as a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacityamounts payable by each Loan Party under this Section 9.17. The Collateral Any security granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (Dd) Any amount due and payable by any Loan Party to the Collateral Agent in respect of a Parallel Debt under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any amount due and payable by a Loan Party to the Lenders and the Issuing Bank under the Corresponding Debt shall be decreased to the extent that such Loan Party has paid the corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment. (f) The rights of the Lender and Issuing Bank to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the rights of the Collateral Agent to receive payment under the Parallel Debt. (g) All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.099.17, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure security interest securing the Parallel Debt, shall be applied in accordance with this IndentureSection 8.03; provided that, for such purpose, the Parallel Debt of each Loan Party shall be deemed to be owing to the Administrative Agent, the Collateral Agent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements, the Lenders and Issuing Bank (as applicable).

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes undertakes, as far as necessary in advance, to pay to the Collateral Agent amounts Security Trustee, as creditor in its own right and not as representative of any of the other Creditor, an amount equal to any amounts owing the aggregate of all its Principal Obligations to all the Creditor Parties from time to time by due in accordance with the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as terms and when those amounts are due and payable. conditions of such Principal Obligations (B) The Issuer, each Subsidiary Guarantor such payment undertaking SK 0 I 029 0083 6036076 v2 and the Collateral Agent obligations and liabilities which are the result thereof, its "Parallel Debt"). Each of the parties hereto hereby acknowledges that (i) the obligations Parallel Debt of the Issuer Borrower constitutes unde1takings, obligations and each Subsidiary Guarantor under Section 11.09(A) above are several and liabilities of the Borrower to the Security Trustee which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations Principal Obligations which the Borrower has to any other Creditor and (ii) that the Parallel Debt represents the Security Trustee's own claim to receive payment of such Parallel Debt by the Borrower, provided that the total amount which may become due under the Parallel Debt of the Issuer or that Subsidiary Guarantor Borrower under this Section 17.17 shall never exceed the total amount which may become due under all the Principal Obligations of the Borrower to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute all the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Creditor Parties. (i) The total amount due by the Borrower as the Parallel Debt of the Issuer and each Subsidiary Guarantor under Section 17.17(a) shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been the Borrower shall have paid any amounts to the Creditor Parties or any of them to reduce the Borrower's outstanding Principal Obligations or any Creditor otherwise receive any amount of such Principal Obligations (in the case other than by virtue of guarantee obligations) dischargedSection l 7.17(b)(ii)); and (ii) The Corresponding To the extent that the Borrower shall have paid any amounts to the Security Trustee under the Parallel Debt or the Security Trustee shall have otherwise received monies in payment of such Parallel Debt, the Issuer and each Subsidiary Guarantor total amount due under the Principal Obligations shall be decreased and by the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedsame amount. (Cb) For In the purposes of this Section 11.09event the Security Trustee should resign, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Security Trustee shall assign the Parallel Debt shall not be held on trust and instead shall be owed to it to its successor security trustee together with all of its other rights and obligations under this Section 17.17 and shall take all such further actions as the Facility Agent in its individual capacity. The Collateral granted under the Security Documents sole discretion may deem necessary or desirable in order to assign and transfer to the Collateral Agent to secure successor security trustee the Parallel Debt is granted to and the Collateral Agent in its capacity as Parallel Debt Creditor other rights and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to obligations under this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture17.17.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (A) The Issuer and, subject to Section 12.06Notwithstanding any other provision of any Loan Document, each Subsidiary Guarantor organized in any jurisdiction listed in Schedule 8.10 (as such schedule may be amended or supplemented from time to time by mutual agreement of the Administrative Agent and the Company) (each, a “Relevant Loan Party”), hereby unconditionally and irrevocably agrees and unconditionally undertakes to covenants with the Collateral Agent by way of an acknowledgement of independent payment obligation that such Relevant Loan Party shall pay to the Collateral Agent amounts as creditor in its own right and not as representative or agent of the other Secured Parties sums equal to any amounts to, and in the currency of, the aggregate amount of the obligations owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured such Relevant Loan Party under the Loan Documents at any Note Document given time (the “Principal Obligations”) as and when those amounts the same fall due for payment under the Loan Documents (the aforesaid sums being the “Parallel Obligations”). The Collateral Agent shall have its own independent right to demand payment of the Parallel Obligations from the Relevant Loan Party (such demand to be made in accordance with, and only in the circumstances permitted under the Loan Documents). The rights of the Secured Parties (other than the Collateral Agent) to receive payment of the Principal Obligations are due several, separate and payable. (B) The Issuer, each Subsidiary Guarantor and independent from the rights of the Collateral Agent acknowledges that the obligations to receive payment of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, Parallel Obligations and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, affect each Relevant Loan Party’s Principal Obligations nor shall the amounts for which the Issuer or each Subsidiary Guarantor Relevant Loan Party is liable under Section 11.09(A) above (its “it Parallel Debt”) Obligations be limited or affected in any way by its Corresponding Debt; Principal Obligations provided that: (i) The that the payment by the Relevant Loan Party of its Parallel Debt Obligations to the Collateral Agent in accordance with this Section 8.10 shall be an effective discharge of the Issuer corresponding Principal Obligations and each Subsidiary Guarantor the payment by the Relevant Loan Party of its Principal Obligations in accordance with the provisions of the Loan Documents shall be decreased and an effective discharge of the corresponding Parallel Obligations. In the event of an effective discharge of any Principal Obligations, the Collateral Agent shall not be entitled to demand payment of the corresponding Parallel Obligations and such Parallel Obligations shall be discharged to the extent that its Corresponding Debt has been paid or (in same extent. In the case event of guarantee obligations) discharged; and (ii) The Corresponding Debt an effective discharge of any Parallel Obligations the Loan Parties shall not be entitled to demand payment of the Issuer corresponding Principal Obligations and each Subsidiary Guarantor such Principal Obligations shall be decreased and the Collateral Agent shall not demand payment discharged to the extent that its Parallel Debt has been paid or (same extent. In the event of any conflict between the provisions contained in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.098.10 and Section 9.22 hereof, the this Section 8.10 shall control. The Collateral Agent acts in its own name and not as a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents amounts payable by each Relevant Loan Party pursuant to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trustObligations. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06Notwithstanding any other provision of this Agreement, each Subsidiary Guarantor Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Noteholders, sums equal to any amounts owing from time and in the currency of each amount payable by it to time by each Noteholder under the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document Transaction Documents as and when those amounts are that amount falls due and payablefor payment under the relevant Transaction Document, or would have fallen due but for any discharge resulting from failure of any Noteholder to take appropriate steps, in insolvency proceedings affecting it, to preserve its entitlement to be paid that amount. (Bb) The IssuerCollateral Agent shall have its own independent right to demand payment of the amounts payable by the Obligors under this Section 17, each Subsidiary Guarantor irrespective of any discharge of the obligation of any Obligor to pay those amounts to any Noteholder resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Noteholder, to preserve their entitlement to be paid those amounts. (c) Any amount due and payable by the Obligors to the Collateral Agent acknowledges under this Section 17 shall be decreased to the extent that the obligations Noteholders have received (and are able to retain) payment in full of the Issuer corresponding amount under the other provisions of the Transaction Documents and each Subsidiary Guarantor any amount due and payable by the Obligors to the Noteholders under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 11.09(A17. (d) above The rights of the Noteholders to receive payment of amounts payable by the Obligors under the Transaction Documents are several and are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations rights of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to receive payment under this Section 17. The Company’s obligation under this Section 17 towards the Collateral Agent in its capacity as Parallel constitutes a single and separate obligation from any other Debt Creditor and shall not be held on trustof the Obligors under the Transaction Documents. [Remainder of page intentionally left blank; next page is signature page. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.]

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andFor the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by Borrower under or pursuant to the Loan Documents, subject to Section 12.06, each Subsidiary Guarantor Borrower hereby irrevocably and unconditionally undertakes undertakes, as an abstract obligation (abstraktes Schuldversprechen), to pay to the Collateral Agent amounts equal to any amounts owing and in the currency of the Obligations from time to time due in accordance with the terms and conditions of the Loan Documents and irrespective of any discharge of an obligor’s obligation to pay such amounts resulting from a failure by the Issuer Collateral Agent or that Subsidiary Guarantor any Lender to any Secured Party under any Note Document as and when 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 due and payablethe result thereof the “Parallel Debt”). (Bb) The Issuer, each Subsidiary Guarantor Borrower and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided acknowledge that: (i) The for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer and each Subsidiary Guarantor shall be decreased and Borrower to the Collateral Agent shall not demand payment and the Lenders under the Loan Documents which are separate and independent from and without prejudice to, the corresponding Obligations which Borrower have to each of the extent that its Corresponding Debt has been paid or (in Collateral Agent and the case of guarantee obligations) dischargedLender; and (ii) The Corresponding that the Parallel Debt represents the Collateral Agent’s and the Lenders’ own claims to receive payment of the Issuer Parallel Debt, provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may otherwise become due as Obligations. (c) 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 each Subsidiary Guarantor 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 and payable as Parallel Debt under this Section 4.4 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents an obligor pays any amounts to the 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 secure the Parallel Debt is granted extent that any obligor shall have paid any amounts to the Collateral Agent in its capacity as or any Lender under the Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts or any Lender shall have otherwise received or recovered by the Collateral Agent from or by the enforcement monies in payment of any Collateral granted to secure the Parallel Debt, the total amount due and payable by any obligor on account of the Obligations shall be applied decreased as if said amounts were received directly in accordance payment of the Obligations. Notwithstanding Section 11 of this Agreement with respect to choice of law, this IndentureSection 4.4 shall be governed by German law.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andEach Guarantor, subject to Section 12.06by way of an independent payment obligation, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Trustee, as creditor in its own right and not as representative of the Holders, sums equal to any amounts owing from time to time and in the currency of each amount payable by the Issuer or that Subsidiary such Guarantor to any Secured Party of the Holders under any Note Document the Indenture Obligations as and when those amounts are that amount falls due for payment under the Indenture Obligations. The parties to this Indenture acknowledge and payableconfirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Indenture Obligations. (Bb) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(Aclause (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary such Guarantor to any Secured Party Holder under any Note Document the Indenture Obligations (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(Aclause (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided provided, that: : (ix) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent Trustee shall not demand payment with regard to the Parallel Debt of any Guarantor to the extent that its such Guarantor’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and discharged and (iiy) The none of the Trustee or any Holder shall demand payment with regard to the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment any Guarantor, to the extent that its such Guarantor’s Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (Cc) For the purposes of this Section 11.09, the Collateral Agent The Trustee acts in its own name and not as agent and it shall have its own independent right to demand payment of the amounts payable by each Guarantor, under this Section 14.11. Trustee may not assign or transfer any claim arising from the Parallel Debt other than to any successor agent. (d) Any amount due and payable by a trusteeGuarantor, to the Trustee in respect of a Parallel Debt under this Section 14.11 shall be automatically decreased and discharged to the extent that such Guarantor has paid the corresponding amount under the Corresponding Debt and any amount due and payable by a Guarantor to the other applicable Holders under the Corresponding Debt shall be decreased to the extent that such Guarantor has paid the corresponding amount to the Trustee under its claims Parallel Debt. The Guarantors shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. An Event of Default in respect of the Parallel payment of the Corresponding Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under constitute a default within the Security Documents meaning of section 3:248 Netherlands Civil Code with respect to the Collateral Agent to secure payment of the Parallel Debt is granted without any notice being required. (e) The amount of the Parallel Debt of a Guarantor shall at all times be equal to the Collateral Agent amount of its Corresponding Debt and the aggregate amount outstanding owed by the Guarantors under the Indenture Obligations at any time shall not exceed the amount of the Corresponding Debt at that time. (f) The rights of the Trustee and the Holders (other than the Trustee in its capacity as Parallel parallel debt creditor) to receive payment of amounts payable by each Guarantor, under the Corresponding Debt Creditor are several and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09are separate and independent from, and all amounts received or recovered by without prejudice to, the Collateral Agent from or by rights of the enforcement of any Collateral granted Trustee to secure receive payment under the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer andEach Loan Party, subject to Section 12.06by way of an independent payment obligation, each Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts Agent, as creditor in its own right and not as representative of the Lenders, sums equal to any amounts owing from time and in the currency of each amount payable by such Loan Party to time by the Issuer or that Subsidiary Guarantor to any Secured Party Lenders under any Note Document the Obligations as and when those amounts are that amount falls due for payment under the Obligations. The parties to this Agreement acknowledge and payableconfirm that the parallel debt provisions contained herein shall not be interpreted so as to increase the maximum total amount of the obligations under the Obligations. (Bb) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor Loan Party under Section 11.09(A) paragraph Error! Reference source not found. above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such Loan Party to the Issuer or that Subsidiary Guarantor to any Secured Party Lenders under any Note Document the Obligations (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Loan Party is liable under Section 11.09(A) paragraph Error! Reference source not found. above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; , provided that: that (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment with regard to the Parallel Debt of any Loan Party to the extent that its such Loan Party’s Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and , (ii) The neither the Collateral Agent nor the Lenders shall demand payment with regard to the Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment any Loan Party to the extent that its such Loan Party’s Parallel Debt has been paid or (in the case of guarantee obligations) dischargeddischarged and (iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes of this Section 11.09, the The Collateral Agent acts in its own name and not as a trustee, trustee and it shall have its claims in respect own independent right to demand payment of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacityamounts payable by each Credit Party under this Section 9.17. The Collateral Any security granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. The Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (Dd) Any amount due and payable by any Loan Party to the Collateral Agent in respect of a Parallel Debt under this Section 9.17 shall be decreased to the extent that such Loan Party has paid the corresponding amount under the Corresponding Debt and any amount due and payable by a Loan Party to the Lenders under the Corresponding Debt shall be decreased to the extent that such Loan Party has paid the corresponding amount to the Collateral Agent under its Parallel Debt. Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (e) Without limiting or affecting the Collateral Agent’s rights against the Guarantors (whether under this Section 9.17 or under any other provision of the Loan Documents), each Loan Party acknowledges that (i) nothing in this Section 9.17 shall impose any obligation on the Collateral Agent to advance any sum to any Guarantor or otherwise under any Loan Document; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment. (f) The rights of the Lender to receive payment of amounts payable by each Loan Party under the Corresponding Debt are several and are separate and independent from, and without prejudice to, the rights of the Collateral Agent to receive payment under the Parallel Debt. (g) All moneys monies received or recovered by the Collateral Agent pursuant to this Section 11.099.17, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure security interest securing the Parallel Debt, shall be applied in accordance with this IndentureSection 8.03; provided that, for such purpose, the Parallel Debt of each Loan Party shall be deemed to be owing to the Administrative Agent, the Collateral Agent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements and the Lenders (as applicable).

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Senior Finance Party, any Hedging Bank, any Bridge Finance Party or any High Yield Notes Finance Party under any Note Senior Finance Document, any Hedging Document, any Bridge Finance Document or any High Yield Notes Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Senior Finance Party, any Hedging Bank, Bridge Finance Party or High Yield Notes Finance Party under any Note Senior Finance Document, any Hedging Document, any Bridge Finance Document or High Yield Notes Finance Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (ii) the Corresponding Debt of each Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iiiii) The Corresponding the amount of the Parallel Debt of the Issuer and each Subsidiary Guarantor an Obligor shall at all times be decreased and the Collateral Agent shall not demand payment equal to the extent that amount of its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedCorresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause 26.6, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Senior Finance Documents, the Hedging Documents, the Bridge Finance Documents and the High Yield Notes Finance Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause 26.6, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in accordance with Clause 22.1 (Order of application). (e) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this IndentureClause 26.6 or under any other provision of the Senior Finance Documents, the Hedging Documents, the Bridge Finance Documents or the High Yield Notes Finance Documents), each Obligor acknowledges that: (i) nothing in this Clause 26.6 shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Senior Finance Document, any Hedging Document, any Bridge Finance Document or the High Yield Notes Finance Document, except in its capacity as a Senior Lender; and (ii) for the purpose of any vote taken under any Senior Finance Document, any Hedging Document, any Bridge Finance Document and the High Yield Notes Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Senior Lender, Hedging Bank or Bridge Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to any amounts owing the aggregate amount payable (verschuldigd) by such Borrower in respect of its Corresponding Obligations as they may exist from time to time by time. The payment undertaking of each Borrower to the Issuer Collateral Agent under this paragraph (a) is hereinafter to be referred to as “Parallel Debt”. Each Parallel Debt will be payable in the currency or that Subsidiary Guarantor to any Secured Party under any Note Document currencies of the relevant Corresponding Obligations. (b) Each Parallel Debt will become due and payable (opeisbaar) as and when those amounts are one or more Corresponding Obligations become due and payable. (Bc) The IssuerEach of the parties to this Agreement hereby acknowledges that: (i) Each Parallel Debt constitutes an undertaking, each Subsidiary Guarantor obligation and liability of the relevant Borrower to the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above 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 the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedObligations; and (ii) Each Parallel Debt represents the Collateral Agent’s own separate and independent claim (eignen en zelfstandige vordering) to receive payment of such Parallel Debt from relevant Borrower. (d) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand distribute such amount received from the payment of Parallel Debt among the Secured Creditors who are creditors of the Corresponding Obligations of such Borrower in accordance with Section 9.02 of the U.S. Security Agreement relating to the extent that its Parallel Debt has been paid distribution of proceeds. Upon irrevocable (onaantastbaar) receipt by a Secured Creditor or any amount so distributed to it (“Received Amount”), the Corresponding Obligations of such Borrower to the relevant Secured Creditor shall be reduced by amounts totaling an amount (“Deductible Amount”) equal to the Received Amount in the case manner as if the Deductible Amount were received as a payment of guarantee obligations) dischargedthe Corresponding Obligations on the date of receipt by such Secured Creditor of the Received Amount. (Ce) For The Collateral Agent is hereby authorized by the purposes Secured Creditors that are a party to this Agreement to execute and deliver any documents necessary or appropriate to create the rights of pledge governed by the laws of the Netherlands for the benefit of the Secured Creditors. (f) Without prejudice to the provisions of this Section 11.09Agreement and the other Loan Documents, the Collateral Agent acts in its own name parties hereto acknowledge and not as a trustee, and its claims in respect agree with the creation of the parallel debt obligations described in any Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure the Parallel Debt is granted to Debt, including that any payment received by the Collateral Agent in its capacity as respect of any Parallel Debt Creditor and shall not will be held on trustdeemed a satisfaction of a pro rata portion of the corresponding amounts of the Obligations. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject For the purpose of ensuring and preserving the validity and continuity of the security rights granted and to Section 12.06, each Subsidiary Guarantor be granted by the Borrowers under or pursuant to the Loan Documents the Borrowers hereby irrevocably and unconditionally undertakes undertake, as an abstract obligation (abstraktes Schuldversprechen), to pay to the Collateral Agent amounts equal to any amounts owing and in the currency of the Obligations from time to time due in accordance with the terms and conditions of the Loan Documents and irrespective of any discharge of an obligor’s obligation to pay such amounts resulting from a failure by the Issuer Collateral Agent or that Subsidiary Guarantor any Lender to any Secured Party under any Note Document as and when 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 due and payablethe result thereof the “Parallel Debt”). (Bb) The Issuer, each Subsidiary Guarantor Borrowers and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided acknowledge that: (i) The for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Issuer and each Subsidiary Guarantor shall be decreased and Borrowers to the Collateral Agent shall not demand payment and the Lenders under the Loan Documents which are separate and independent from and without prejudice to, the corresponding Obligations which the Borrowers have to each of the extent that its Corresponding Debt has been paid or (in Collateral Agent and the case of guarantee obligations) dischargedLender; and (ii) The Corresponding that the Parallel Debt represents the Collateral Agent’s and the Lenders’ own claims to receive payment of the Issuer Parallel Debt, provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may otherwise become due as Obligations. (c) Every payment of monies made by the Borrowers 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 the Borrowers and each Subsidiary Guarantor 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 and payable as Parallel Debt under this Section 4.4 shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged. (C) For the purposes of this Section 11.09, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the Security Documents an obligor pays any amounts to the 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 secure the Parallel Debt is granted extent that any obligor shall have paid any amounts to the Collateral Agent in its capacity as or any Lender under the Parallel Debt Creditor and shall not be held on trust. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts or any Lender shall have otherwise received or recovered by the Collateral Agent from or by the enforcement monies in payment of any Collateral granted to secure the Parallel Debt, the total amount due and payable by any obligor on account of the Obligations shall be applied decreased as if said amounts were received directly in accordance payment of the Obligations. Notwithstanding Section 11 of this Agreement with respect to choice of law, this IndentureSection 4.4 shall be governed by German law.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Finance Party under any Note Finance Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall ) provided that: (i) the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the Parallel Debt of an Obligor shall not exceed its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause 37, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Secured Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in accordance with paragraph 15 (Order of application) of Schedule 7 (Security Agency provisions) of this IndentureAgreement. (e) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this Clause or under any other provision of the Finance Document), each Obligor acknowledges that: (i) nothing in this Clause shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Finance Document, except in its capacity as Senior Lender; and (ii) for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Each Netherlands Subsidiary Guarantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the aggregate amount payable by any amounts owing Loan Party in respect of the Obligations as they may exist from time to time by the Issuer or that time. The payment undertaking of each Netherlands Subsidiary Guarantor to any Secured Party the Administrative Agent under any Note Document this Section 2.9(a) is hereinafter to be referred to as “Parallel Debt”. Each Parallel Debt will be payable in the currency or currencies of the relevant Obligations. (b) Each Parallel Debt of a Netherlands Subsidiary Guarantor will become due and payable (opeisbaar) as and when those amounts are one or more of the Obligations become due and payable. (Bc) The IssuerEach of the parties hereto hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, each obligation and liability of the relevant Netherlands Subsidiary Guarantor and to the Collateral Administrative Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above 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 the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that: (i) The Parallel Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) dischargedObligations; and (ii) The Corresponding each Parallel Debt represents the Administrative Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such Parallel Debt from the Issuer and relevant Netherlands Subsidiary Guarantor, it being understood, in each case, that the amount which may become payable by a Netherlands Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that as its Parallel Debt has been paid or (in shall never exceed the case total of guarantee obligations) dischargedthe amounts which are payable under the Obligations of such Guarantor. (Cd) For the purposes avoidance of this Section 11.09doubt, the Collateral parties hereto confirm that the claim of the Administrative Agent acts against a Netherlands Subsidiary Guarantor in its own name respect of a Parallel Debt and not as a trustee, and its the claims of any one or more of the Lenders or Agents against such Guarantor in respect of the Parallel Debt Obligations payable by such Guarantor to such Lenders or Agents do not constitute common property (gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code (“NCC”) and that the provisions relating to common property shall not apply. If, however, it shall be held on trust that such claim of the Administrative Agent and instead such claims of any one or more of the Lenders or Agents do not constitute common property and the provisions relating to common property do apply, the parties hereto agree that the Credit Agreement and this Agreement shall be owed to it constitute the administration agreement (beheersregeling) within the meaning of article 3:168 NCC. (e) To the extent the Administrative Agent irrevocably (onaantastbaar) receives any amount in its individual capacity. The Collateral granted under the Security Documents to the Collateral Agent to secure payment of the Parallel Debt is granted to of a Netherlands Subsidiary Guarantor, the Collateral Administrative Agent in its capacity as Parallel Debt Creditor and shall not be held on trust. (D) All moneys received distribute that amount among the Lenders or recovered by Agents that are creditors of the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement Obligations of any Collateral granted to secure the Parallel Debt, shall be applied that Guarantor in accordance with the Credit Agreement and this IndentureAgreement relating to the distribution of proceeds. Upon irrevocable receipt by a Lender or Agent of any amount so distributed (the “Received Amount”), the Obligations of that Guarantor to the relevant Lender(s) or Agent(s) shall be reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Obligations on the date of receipt by that Lender or Agent of the Received Amount.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT).a) For the purpose of taking and ensuring the continuing validity of any Transaction Security governed by the laws of (or to the extent affecting assets situated in) the Slovak Republic, or any other jurisdiction in which effective Security cannot be granted in favour of the Security Agent as trustee for the Secured Parties, notwithstanding any contrary provision in any Finance Document: (Ai) The Issuer and, subject each of the Debtors hereby separately and independently of any other agreement on its part referred to Section 12.06, each Subsidiary Guarantor hereby or contained in this Agreement or any other Debt Documents irrevocably and unconditionally agrees and undertakes with the Security Agent (by way of an abstract acknowledgement of debt) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Security Agent, and each Secured Party (other than the Security Agent solely by operation of this provision) acknowledges that each of the Debtors shall pay to the Security Agent sums equal to, and in the currency of, any sums owing by it to a Secured Party (other than the Security Agent) under any Note Document Debt Documents (the “Principal Obligations”) as and when those amounts are the same fall due and payable.for payment under the relevant secured Debt Document (the “Parallel Debt Obligations”), which payment undertakings the Security Agent hereby accepts; (Bii) The Issuer, each Subsidiary Guarantor of the Debtors and each Secured Party (other than the Collateral Agent Security Agent) acknowledges that the obligations right of the Issuer Security Agent to demand payment of the Parallel Debt Obligations shall be independent and each Subsidiary Guarantor under Section 11.09(A) above are several and are separate and independent fromfrom the rights of the other Secured Parties to demand payment of the Principal Obligations, and shall not in any way limit or affectaffect (unless otherwise provided in this Clause 17.2) the Principal Obligations of any Debtor and/or a Secured Party, provided that the payment by a Debtor of all or part of its Parallel Debt Obligations to the Security Agent in accordance with this Clause 17.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations (or part thereof) and the payment by a Debtor of all or part of its Principal Obligations in accordance with the provisions of the Debt Documents shall also discharge (in the amount of the relevant payment) the corresponding Parallel Debt Obligations (or part thereof) but further provided that no Principal Obligation shall be discharged by a discharge of the Parallel Debt Obligations if such discharge of the Parallel Debt Obligations is effected by virtue of any set-off, counterclaim or similar defence invoked by a Debtor vis-à-vis the Security Agent other than in accordance with the terms of the Debt Documents. For the avoidance of any doubt, save as provided in this paragraph (b), the corresponding obligations Parallel Debt Obligations of any Debtor shall at all times be equal to the amount of its respective Principal Obligations; (iii) despite the foregoing, any payment under the Debt Documents shall be made to the Security Agent unless expressly stated otherwise in any Debt Document or unless the Security Agent directs such payment to be made to a person other than the Security Agent; (iv) without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 17.2 or under any other provision of the Issuer or that Subsidiary Guarantor to any Debt Documents), the Security Agent agrees with each other Secured Party (on a several and divided basis) that it will not exercise its rights under any Note Document (its “Corresponding Debt”)the Parallel Debt Obligations in respect of the Principal Obligations owing to a Secured Party except with the consent of the relevant Secured Party. However, nor for the avoidance of doubt, nothing in the previous sentence shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, nor shall the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way limit the Security Agent’s right to act in the protection or preservation of rights under any Transaction Security Document or to enforce any Transaction Security as contemplated by its Corresponding Debt; provided that:this Agreement, the relevant Transaction Security Document or any other Debt Document (or to do any act reasonably incidental to the foregoing); (iv) The in the event of a resignation of the Security Agent or the appointment of a new Security Agent, the retiring Security Agent shall assign the Parallel Debt Obligations owed to it to the successor Security Agent. Each Debtor hereby expressly gives its prior consent to any such assignment and the Parties agree that the Security created under the Transaction Security Documents securing the Parallel Debt Obligations shall be preserved and remain in full force and effect following any such assignment; (vi) each Debtor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Issuer Security Agent or its nominee(s)) to preserve, protect and each Subsidiary Guarantor shall be decreased and maintain the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and (ii) The Corresponding Debt of the Issuer and each Subsidiary Guarantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (Obligations provided for in the case of guarantee obligations) dischargedthis Clause 17.2. (Cb) For the purposes of this Section 11.09Clause 17.2 (but without prejudice to Clause 15 (Application of Proceeds)), the Collateral Security 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 and instead Obligations shall be owed to it in its as an individual capacitycreditor. The Collateral Security granted under the Security Debt Documents to the Collateral Security Agent to secure the Parallel Debt Obligations is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor Obligations and shall not be held on trust. (D) as trustee. All moneys received or recovered by the Collateral Security Agent pursuant to under this Section 11.09, and all amounts received Clause 17.2 or recovered by the Collateral Agent from or by on the enforcement of any Collateral granted to secure the Parallel Debt, Transaction Security shall be applied in accordance with this IndentureClause 15.1 (Order of application).

Parallel Debt. 118 (COVENANT TO PAY THE COLLATERAL AGENTa) Each Borrower hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Trustee, as creditor in its own right and not as representative of any of the other Creditor Parties, an amount equal to the aggregate of all its Principal Obligations to all the Creditor Parties from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, its “Parallel Debt”). (Ab) The Issuer andEach of the parties hereto hereby acknowledges that (i) the Parallel Debt of any Borrower constitutes undertakings, subject to Section 12.06, each Subsidiary Guarantor hereby irrevocably obligations and unconditionally undertakes to pay liabilities of such Borrower to the Collateral Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor to any Secured Party under any Note Document as and when those amounts are due and payable. (B) The Issuer, each Subsidiary Guarantor and the Collateral Agent acknowledges that the obligations of the Issuer and each Subsidiary Guarantor under Section 11.09(A) above are several and Security Trustee which are separate and independent from, and shall not in any way limit or affectwithout prejudice to, the corresponding obligations of the Issuer or that Subsidiary Guarantor Principal Obligations which such Borrower has to any Secured other Creditor Party and (ii) that the Parallel Debt represents the Security Trustee’s own claim to receive payment of such Parallel Debt by such Borrower, provided that the total amount which may become due under any Note Document (its “Corresponding Debt”), nor the Parallel Debt of such Borrower under this Clause 31.11 shall it constitute never exceed the Collateral Agent and any Note Party as joint creditors total amount which may become due under all the Principal Obligations of any Corresponding Debt, nor shall such Borrower to all the amounts for which the Issuer or each Subsidiary Guarantor is liable under Section 11.09(A) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:Creditor Parties. (i) The total amount due by the relevant Borrower as the Parallel Debt of the Issuer and each Subsidiary Guarantor under Clause 31.11(a) shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been such Borrower shall have paid any amounts to the Creditor Parties or any of them to reduce such Borrower’s outstanding Principal Obligations or any Creditor Party otherwise receive any amount of such Principal Obligations (in the case other than by virtue of guarantee obligations) dischargedClause 31.11(c)(ii); and (ii) The Corresponding To the extent that any Borrower shall have paid any amounts to the Security Trustee under the Parallel Debt or the Security Trustee shall have otherwise received monies in payment of such Parallel Debt, the Issuer and each Subsidiary Guarantor total amount due under the Principal Obligations shall be decreased and by the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) dischargedsame amount. (Cc) For In the purposes of this Section 11.09event the Security Trustee should resign or be removed by the Majority Lenders, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of Security Trustee shall assign the Parallel Debt shall not be held on trust and instead shall be owed to it to its successor security trustee together with all of its other rights and obligations under this Clause 31.11 and shall take all such further actions as the Agent in its individual capacity. The Collateral granted under the Security Documents sole discretion may deem necessary or desirable in order to assign and transfer to the Collateral Agent to secure successor security trustee the Parallel Debt is granted to and the Collateral Agent in its capacity as Parallel Debt Creditor other rights and shall not be held on trustobligations under this Clause 31.11. (D) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.09, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Indenture.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Collateral Security Agent amounts equal to any amounts owing from time to time by the Issuer or that Subsidiary Guarantor Obligor to any Secured Party under any Note Finance Document as and when those amounts are due and payabledue. (Bb) The Issuer, each Subsidiary Guarantor Each Obligor and the Collateral Security Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Obligor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Obligor to any Secured Party under any Note Finance Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Obligor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Obligor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of an Obligor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.09Clause 34.11, the Collateral Security 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 and instead shall be owed to it in its individual capacitytrust. The Collateral Security granted under the Security Finance Documents to the Collateral Security Agent to secure the Parallel Debt is granted to the Collateral Security Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on trust. (Dd) All moneys monies received or recovered by the Collateral Security Agent pursuant to this Section 11.09Clause 34.11, and all amounts received or recovered by the Collateral Security Agent from or by the enforcement of any Collateral Security granted to secure the Parallel Debt, shall be applied in the order set out in sub-paragraphs (i) to (iv) (inclusive) of Clause 34.5 (a) (Partial payments and prepayments) or in accordance with the provisions of Clause 34.10 (Payments to the Security Agent). (e) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this IndentureClause 34.11 or under any other provision of the Finance Documents), each Obligor acknowledges that: (i) nothing in this Clause 34.11 shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Finance Document, except in its capacity as Lender; and (ii) for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Parallel Debt. (COVENANT TO PAY THE COLLATERAL AGENT). (Aa) The Issuer and, subject to Section 12.06, each Subsidiary Guarantor Each Grantor hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing due from time to time by the Issuer or that Subsidiary Guarantor Grantor as First Lien Obligations to any First Lien Secured Party under any Note Secured Credit Document as and when those amounts are due and payablepayable under any Secured Credit Document. (Bb) The Issuer, each Subsidiary Guarantor Each Grantor and the Collateral Agent acknowledges acknowledge that the obligations of the Issuer and each Subsidiary Guarantor Grantor under Section 11.09(Aparagraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Issuer or that Subsidiary Guarantor Grantor to any First Lien Secured Party under any Note Secured Credit Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any Note Party as joint creditors of any Corresponding Debt, ) nor shall the amounts for which the Issuer or each Subsidiary Guarantor Grantor is liable under Section 11.09(Aparagraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; Debt provided that: (i) The the Parallel Debt of the Issuer and each Subsidiary Guarantor Grantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (ii) The the Corresponding Debt of the Issuer and each Subsidiary Guarantor Grantor shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (iii) the amount of the Parallel Debt of a Grantor shall at all times be equal to the amount of its Corresponding Debt. (Cc) For the purposes purpose of this Section 11.095.14, the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacitytrust. The Collateral security rights granted under the Security Documents a Secured Credit Document to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt Creditor and shall not be held on in trust. (Dd) All moneys received or recovered by the Collateral Agent pursuant to this Section 11.095.14, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral security rights granted to secure the Parallel Debt, shall be applied in accordance with Section 2.01 (Priority of Claims). (e) The Collateral Agent accepts the provisions of this IndentureSection 5.14, as authorized thereto by the First Lien Secured Parties pursuant to the relevant Section of any Secured Credit Document (including but not limited to Section 9.01 (c) (Appointment and Authorization of Agents) of the Credit Agreement). (f) The provisions of this Section 5.14 are authorized by the First Lien Secured Parties and are binding on the Collateral Agent and the other First Lien Secured Parties.