Common use of Parallel Debt Clause in Contracts

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

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

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

Parallel Debt. For purposes (a) Without prejudice to the provisions of Luxembourg the Credit Agreement and Netherlands law Collateral Documents only: (i) The Borrower 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, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Pledgee amounts equal to and in the aggregate currency of all the Foreign Obligations to all the Lenders and the Issuing Bank from time to time due by the Pledgor in accordance with the terms and conditions of this Agreement the Loan Documents (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”).; (iib) Each of The Pledgor and the parties to this Agreement acknowledges Pledgee acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Pledgor to the Administrative Agent Pledgee under this Deed which are separate and independent from, and without prejudice to, the corresponding Foreign Obligations which the Borrower owes Loan Parties have to any Lender or Issuing Bank of the Guaranteed Parties and (ii) that the Parallel Debt represents the Administrative AgentPledgee’s own claim claims (vorderingen op naam) to receive payment of such the Parallel Debt by the Borrower; Debt, provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing BankForeign Obligations. (Ac) The Every payment of monies made by a Loan Party to any of the Guaranteed Parties 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 Pledgor contained in Clause 2.1(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 Pledgee shall be entitled to receive the amount of such payment from the Pledgor and the Pledgor 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 Clause 2.1(c), but notwithstanding any of the other provisions of this Clause 2: (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Clause 2 shall be decreased to the extent that the Borrower a Loan Party shall have irrevocably and unconditionally paid any amounts to any of the Lenders and Guaranteed Parties to reduce the Issuing Bank outstanding Foreign Obligations or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank Guaranteed Parties otherwise receives any amount in irrevocable and unconditional payment of such Obligations the Foreign Obligations; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower Pledgor shall have irrevocably and unconditionally paid any amounts to the Administrative Agent Pledgee under the Parallel Debt or the Administrative Agent Pledgee shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable under the Foreign Obligations shall be decreaseddecreased as if said amounts were received directly in payment of the Foreign Obligations. (e) The Pledgee, by signing this Deed, acknowledges the provisions of Clause 2.1 on behalf of the Loan Parties. (f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Pledgee which it has applied in reduction of its claim under the Parallel Debt in accordance with the terms of this Deed, as if the corresponding claim under the Foreign Obligations of the Loan Parties has not been discharged.

Parallel Debt. For purposes (a) Without prejudice to the provisions of Luxembourg the Credit Agreement and Netherlands law Collateral Documents only: (i) The Borrower 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, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Pledgee amounts equal to and in the aggregate currency of all the Obligations to all the Lenders and the Issuing Bank from time to time due by the Pledgor in accordance with the terms and conditions of this Agreement the Loan Documents (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”).; (iib) Each of The Pledgor and the parties to this Agreement acknowledges Pledgee acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Pledgor to the Administrative Agent Pledgee under this Deed which are separate and independent from, and without prejudice to, the corresponding Obligations which the Borrower owes Loan Parties have to any Lender or Issuing Bank Beneficiary and (ii) that the Parallel Debt represents the Administrative AgentPledgee’s own claim claims (vorderingen op naam) to receive payment of such the Parallel Debt by the Borrower; Debt, provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing BankObligations. (Ac) The Every payment of monies made by a Loan Party to any Beneficiary 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 Pledgor contained in Clause 2.1(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 Pledgee shall be entitled to receive the amount of such payment from the Pledgor and the Pledgor 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 Clause 2.1(c), but notwithstanding any of the other provisions of this Clause 2: (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Clause 2 shall be decreased to the extent that the Borrower a Loan Party shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them Beneficiary to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank Beneficiary otherwise receives any amount in irrevocable and unconditional payment of such Obligations the Obligations; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower Pledgor shall have irrevocably and unconditionally paid any amounts to the Administrative Agent Pledgee under the Parallel Debt or the Administrative Agent Pledgee shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable under the Obligations shall be decreaseddecreased as if said amounts were received directly in payment of the Obligations. (e) The Pledgee, by signing this Deed, acknowledges the provisions of Clause 2.1 on behalf of the Loan Parties. (f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Pledgee which it has applied in reduction of its claim under the Parallel Debt in accordance with the terms of this Deed, as if the corresponding claim under the Obligations of the Loan Parties has not been discharged.

Parallel Debt. For purposes (a) Without prejudice to the provisions of Luxembourg the other Loan Documents, and Netherlands law 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 (Netherlands) B.V. and the right of pledge over approximately 65% of the shares in Federal-Mogul Powertrain (Netherlands) B.V., each Borrower hereby irrevocably and unconditionally undertakes and covenants to pay, and acknowledges that it owes, to the Collateral Documents only: Trustee amounts equal to and in the currency of the total amount of (i) The any amounts owing by the respective Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Obligations to all or the Lenders and in respect of its Credit Facility Secured Obligations (as defined in the Issuing Bank 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 due should form part of the 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 this Agreement the Corresponding Obligations (such payment undertaking undertakings and the obligations and liabilities which are the result thereof are hereinafter referred to as the “Parallel Debt”” of that Borrower). (iib) Each of the parties party to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the each Borrower constitutes undertakings, obligations and liabilities of the such Borrower to the Administrative Agent which are Collateral Trustee separate and independent from, and without prejudice toto its Corresponding Obligations to the Administrative Agent, the Obligations which Lenders or the Borrower owes to any Lender or Issuing Bank other Secured Parties (as defined under the Collateral Trust Agreement), and (ii) that the Parallel Debt of the Borrowers represents the Administrative AgentCollateral Trustee’s own separate and independent claim (eigen en zelfstandige vordering op naam) to receive payment of such the Parallel Debt by from the BorrowerBorrowers; provided that in all events the total aggregate amount which may become due under the a Parallel Debt of the Borrower under this clause (k) Borrowers shall never exceed the total aggregate amount which may become due under all its Corresponding Obligations at any time. The Collateral Trustee shall be the Obligations obligee of such undertaking and covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent or trustee or representative acting on behalf of the Borrower Lenders or the holders of Secured Obligations (as defined in the Collateral Trust Agreement) or any one of them. The security to all be granted to the Lenders Collateral Trustee under and pursuant to the Issuing Bankinstruments of 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. (Ac) The total 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 entitled to receive a corresponding amount due by the Borrower as the Parallel Debt under this clause 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. (kd) 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 that the a Borrower or any relevant Subsidiary shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent 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 Administrative Agent Collateral Trustee otherwise shall have otherwise received monies in irrevocable and unconditional payment of such 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 Section 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 Obligations 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 decreaseda 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. For purposes (a) Each of Luxembourg and Netherlands law Collateral Documents only: (i) The Borrower the Debtors hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to agrees and undertakes with the Security Agent and each Secured Party acknowledges that each of the Debtors shall pay to the Administrative Security Agent an amount as creditor in its own right and not as a representative of any other Secured Party sums equal to to, and in the aggregate of all Obligations to all the Lenders and the Issuing Bank currency of, any sums owing from time to time by it to any Secured Party (other than to the Security Agent solely by operation of this provision) under any Primary Finance Documents (the “Principal Obligations”) as and when the same fall due for payment under the relevant Primary Finance Document (together with the obligations described in paragraph (f) below, the “Parallel Debt Obligations”). (b) Each of the Debtors and each Secured Party (other than the Security Agent) acknowledges that the right of the Security Agent to demand payment of the Parallel Debt Obligations shall be independent, separate and several from, and shall not in any way limit or affect, the rights of the other Secured Parties to demand payment of the Principal Obligations nor shall the Parallel Debt Obligations be limited or affected in any way by the corresponding Principal Obligations provided that (i) the payment by a Debtor of its Parallel Debt Obligations to the Security Agent in accordance with this Clause 18.2 shall also discharge (in the amount of the relevant payment) the corresponding Principal Obligations and (ii) 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 and conditions of this Agreement 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 undertaking to be made to the Security Agent. (d) Without limiting or affecting the Security Agent’s rights against any Debtor (whether under this Clause 18.2 or under any provision of the Primary Finance Documents): (i) the Security Agent agrees with each other Secured Party (on a several and divided basis) that it will not exercise its rights under the obligations and liabilities which are Parallel Debt Obligations in respect of the result thereof are referred Principal Obligations owing to a Secured Party except with the consent of the Instructing Group. However, for the avoidance of doubt, nothing in the previous sentence shall 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 “Parallel Debt”contemplated by this Agreement, the relevant Transaction Security Document or any other Primary Finance Document (or to do any act reasonably incidental to the foregoing).; (ii) Each of the parties to this Agreement each Debtor acknowledges that (ix) nothing in this Clause 18 shall impose any obligation on the Security Agent to advance any sum to any Debtor or otherwise under any Primary Finance Document, except in its capacity as a Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the terms thereof, and (y) for this purposethe purpose of any vote taken under any Primary 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 Secured Party (if applicable and other than as Security Agent) under any Primary Finance Document in accordance with the terms thereof. (e) The Security Agent acts in its own name (in its capacity as Security Agent hereunder) and not as a trustee, and its claims in respect of the Parallel Debt of Obligations shall not be held on trust. The Transaction Security granted under the Borrower constitutes undertakings, obligations and liabilities of the Borrower Primary Finance Documents to the Administrative Security Agent which are separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and (ii) that secure the Parallel Debt represents Obligations is granted to the Administrative Agent’s own claim to receive payment Security Agent in its capacity as creditor of such Parallel Debt by the Borrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) Obligations and shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Banknot be held on trust. (Af) The total An amount due by the Borrower as payable in respect of the Parallel Debt under this clause Obligations will be payable in the currency or currencies of the relevant Principal Obligations and will become due and payable as and when the Principal Obligations to which it corresponds becomes due and payable. A default (kverzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to Principal Obligations shall be decreased also constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the extent that the Borrower shall have irrevocably and unconditionally paid relevant Parallel Debt Obligations without any amounts notice being required. (g) The Security Agent undertakes to pay to the Lenders and Secured Parties in accordance with the Issuing Bank or any terms of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives this Agreement any amount collected or received by it in irrevocable and unconditional payment or partial payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or Obligations as if such amounts had been received in respect of the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreasedPrincipal Obligations.

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

Parallel Debt. For purposes Without prejudice to the provisions of Luxembourg the other Note Documents, and Netherlands law Collateral Documents only: (i) The Borrower for the purpose of ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or pursuant to the Dutch Deed of Pledge, each Issuer irrevocably and unconditionally undertakesundertakes to pay, as far as necessary in advanceand acknowledges that it owes, to pay to the Administrative Agent an amount Collateral Trustee amounts equal to to, and in the aggregate currency or currencies of, its Corresponding Debt, irrespective of all Obligations to all whether any such debt has arisen as at the Lenders and date of this Indenture or arises after the Issuing Bank from time to time due date hereof, in accordance with and under the same terms and conditions of this Agreement as the Corresponding Debt (such payment undertaking undertakings and the obligations and liabilities which are the result thereof are hereinafter referred to as the “Parallel Debt”). (ii) Each , which undertaking, covenant, and acknowledgment of indebtedness the parties to this Agreement acknowledges that (i) for this purpose, the Collateral Trustee hereby irrevocably and unconditionally accepts. The Parallel Debt of each Issuer: (a) shall become due and payable at the Borrower constitutes undertakings, obligations same time as its Corresponding Debt; and (b) is independent and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, its Corresponding Debt. For purposes of this Section 12.08, the Obligations which Collateral Trustee: (a) is the Borrower owes to any Lender independent and separate creditor of each Parallel Debt; (b) acts in its own name and not as agent, representative or Issuing Bank trustee of the PP&E First Lien Secured Parties and (ii) that the its claims in respect of each Parallel Debt represents shall not be held on trust; and (c) shall have the Administrative Agent’s own claim independent and separate right to receive demand payment of such each Parallel Debt by the Borrower; provided that the total amount which may become due under the in its own name (zelfstandige vorderingen op naam) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) an Issuer shall be (i) decreased to the extent that the Borrower shall have its Corresponding Debt has been irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); discharged, and (Bii) increased to the extent that its Corresponding Debt has increased, and the Borrower Corresponding Debt of a Credit Party shall have be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid any amounts or discharged, and (y) increased to the Administrative Agent under extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of an Issuer shall never exceed its Corresponding Debt. If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the total amount due under Dutch Deed of Pledge). All amounts received or recovered by the Obligations Collateral Trustee in connection with this Section 12.08, to the extent permitted by applicable law, shall be decreasedapplied in accordance with Section 12.06.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the aggregate of all same currency as the Obligations to all the Lenders and the Issuing Bank from time to time due by such Loan Party in accordance with the terms and conditions of this Agreement the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of Loan Party and the parties to this Agreement acknowledges Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower each Loan Party to the Administrative Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Borrower owes to any Lender or Issuing Bank Secured Parties and (ii) that the Parallel Debt represents the Administrative Collateral Agent’s (including any sub-agent thereof) own claim claims to receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Loan Documents; provided, further, that the Borrower Collateral Agent or any sub-agent thereof shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Agreement and the Issuing Bankany other Loan Document. (Ac) The Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of Table of Contents general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party 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 12.11, but notwithstanding any of the other provisions of this Section 12.11: (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Section 12.11 shall be decreased to the extent that the Borrower a Loan Party shall have irrevocably and unconditionally paid any amounts to the Lenders and Collateral Agent (or any sub-agent thereof) on behalf of the Issuing Bank applicable Secured Parties or any of them to reduce the Borrower’s outstanding principal amount of the applicable Obligations or the Collateral Agent (or any Lender or Issuing Bank sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in irrevocable and unconditional payment of such Obligations Obligations; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower a Loan Parties shall have irrevocably and unconditionally paid any amounts to the Administrative Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Administrative Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel DebtDebt owed to it, the total amount due and payable under the Obligations Loan Documents shall be decreaseddecreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

Parallel Debt. For purposes 8.1 Notwithstanding any other provision of Luxembourg and Netherlands law Collateral Documents only: (i) The Borrower this Agreement, the Issuer hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Subscriber, as creditor in its own right, sums equal to and (subject to Clause 8.4 below) in the aggregate currency of all Obligations each amount payable by the Issuer to all Subscriber under the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of Security Documents, this Agreement and/or the Conditions as and when that amount falls due for payment under the relevant Security Documents, this Agreement and/or the Conditions or would have fallen due but for (such payment undertaking and i) any discharge resulting from a failure to take appropriate steps in insolvency proceedings affecting the obligations and liabilities which are the result thereof are referred Issuer to as “Parallel Debt”). preserve its entitlement to be paid that amount (ii) Each any moratorium applicable upon the commencement of insolvency proceedings or (iii) modification of obligations of the parties Issuer to the Subscriber under the Security Documents, this Agreement acknowledges and/or the Conditions resulting from an arrangement (if any) reached in insolvency proceedings affecting the Issuer. 8.2 The Subscriber shall have its own independent right to demand payment of the amounts payable by the Issuer under this Clause 8, irrespective of any discharge of the Issuer's obligation to pay those amounts to the Subscriber resulting from a failure by them to take appropriate steps in insolvency proceedings affecting the Issuer to preserve their entitlement to be paid those amounts. 8.3 Any amount due and payable by the Issuer to the Subscriber under this Clause 8 shall be decreased to the extent that the Subsriber has received (iand is able to retain) for payment in full of the corresponding amount under the other provisions of the Security Documents, Agreement and/or Conditions and any amount due and payable by the Issuer to the Subscriber under those provisions shall be decreased to the extent that the Subscriber has received (and is able to retain) payment in full of the corresponding amount under this purposeClause 8. 8.4 Subject to Clause 8.3 above, the Parallel Debt rights of the Borrower constitutes undertakingsSubscriber to receive payment of amounts payable by the Issuer under the Security Documents, obligations this Agreement and/or the Conditions are several and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the rights of the Subscriber to receive payment under this Clause 8. The Issuer's obligation under this Clause 8 towards the Subscriber constitutes a single and separate obligation from any other debt of the Issuer under the Security Documents, this Agreement and/or the Conditions. 8.5 Notwithstanding that the amounts payable by the Issuer under the Security Documents, this Agreement and/or the Conditions (the Principal Obligations) may be expressed in different currencies, the parallel obligation of the Issuer to the Subsriber under this Clause 8 (a Parallel Obligation) shall be expressed in PLN. For the purposes of establishing the amount of the Parallel Obligation from time to time, the Principal Obligations which expressed in other currencies shall be converted to PLN at the Borrower owes to any Lender or Issuing Bank and (ii) that spot rate. 8.6 This Clause 8 is the Parallel Debt represents Clause for the Administrative Agent’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 purpose of the Borrower under this clause (k) shall never exceed definition of that term in the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreased.Registered Pledge Agreement

Parallel Debt. For purposes (A) Without prejudice to the other provisions of Luxembourg this Agreement and Netherlands for the purpose of ensuring and preserving the validity and continuity of the Dutch law Collateral Documents only: security rights granted and to be granted by the respective pledgors (ithe respective pledgors hereafter jointly and individually the "Pledgor") The under or pursuant to the Pledge of Inventory, 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 any of the foregoing and any other Dutch Security), each of the Borrower and the Guarantor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Pledgee (as defined therein) amounts equal to and in the aggregate currency of all its respective Principal Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement its Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “thereof, the "Parallel Debt”"). (iiB) Each of the The parties to this Agreement acknowledges that hereto acknowledge (i) for this purpose, that the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of each of the Borrower and the Guarantor to the Administrative Agent Pledgee under this Agreement which are separate and independent independant from, and without prejudice to, the corresponding Principal Obligations which each of the Borrower owes and the Guarantor has to any Lender or Issuing Bank the Beneficiaries and (ii) that the Parallel Debt represents the Administrative Agent’s Pledgee's own claim claims (vorderingen op naam) to receive payment of such the Parallel Debt by with the Borrower; Pledgee as sole creditor thereof and the same (or any Dutch Security) not being held on trust, provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing BankPrincipal Obligations. (C) Every payment of monies made by the Borrower or the Guarantor to the Pledgee 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 Borrower or the Guarantor respectively contained in sub-paragraph (A) The 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 total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Clause 21.14 shall be decreased to the extent that the Borrower and/or the Guarantor shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them Beneficiaries to reduce the Borrower’s outstanding Principal Obligations or any Lender Beneficiary otherwise (other than as a result of the Parallel Debt or Issuing Bank otherwise Security granted to secure the same) receives any amount in irrevocable and unconditional payment of such Obligations the Principal Obligations; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower and/or the Guarantor shall have irrevocably and unconditionally paid any amounts to the Administrative Agent Pledgee under the Parallel Debt or the Administrative Agent Pledgee shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, subject to sub-paragraph (C) above the total amount due and payable under the Principal Obligations shall be decreaseddecreased as if the amounts were received directly in payment of the Principal Obligations in accordance with Clause 21.15.

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

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (iA) The Borrower Stream International Europe B.V. (“Stream BV”) hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Collateral Trustee, acting on its own behalf (in Dutch: voor zich) and not as agent for any Person, amounts equal to the aggregate amount payable (verschuldigd) in respect of all the Principal Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and to the obligations and liabilities which are the result thereof are Collateral Trustee, hereinafter referred to as the “Parallel Debt”). (iiB) The Parallel Debt will become due and payable (opeisbaar) as and when one or more of the Principal Obligations becomes due and payable without any further notice being required. (C) Each of the parties to this Agreement Agreement, and the Collateral Trustee on behalf of the holders of Priority Lien Debt, hereby acknowledges that that: (ix) for this purpose, the Parallel Debt constitutes an undertaking, obligation and liability of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Stream BV to the Administrative Agent Collateral Trustee which are is transferable and separate and independent from, and without prejudice to, the Principal Obligations which the Borrower owes to any Lender or Issuing Bank and (iiy) that the Parallel Debt represents the Administrative AgentCollateral Trustee’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of such the Parallel Debt by the Borrower; provided from Stream BV, it being understood that the total amount which may become due payable by Stream BV under or pursuant to the Parallel Debt of the Borrower under this clause (k) from time to time shall never exceed the total aggregate amount which may become due is payable under all the relevant Principal Obligations of the Borrower from time to all the Lenders and the Issuing Banktime. (AD) The total amount due by For the Borrower as avoidance of doubt, each of the parties to this Agreement, and the Collateral Trustee on behalf of the holders of Priority Lien Debt, hereby confirms that the claim of the Collateral Trustee against Stream BV in respect of the Parallel Debt under this clause and the claims of any holder of Priority Lien Debt against the parties in respect of the Principal Obligations payable to such holder of Priority Lien Debt do not constitute common property (keen gemeenschap) within the meaning of Article 3:166 of the Dutch Civil Code and that the provision relating to such common property shall not apply. If, however, it shall be decreased held that such claim of the Collateral Trustee and such claims of any holder of Priority Lien Debt do constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the extent administration agreement (beheersregeling) within the meaning of Article 3:168 Dutch Civil Code. COLLATERAL TRUST AGREEMENT (E) For the avoidance of doubt, the parties hereto confirm that the Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders this Agreement, and the Issuing Bank or any Collateral Trustee on behalf of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment holders of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Priority Lien Debt, the total amount due under the Obligations shall is not to be decreased.construed as an agreement as referred to in Article 6:16 Dutch Civil Code and that Article

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative Agent 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 and in the aggregate same currency of all Obligations to all the Lenders obligations under the Notes and the Issuing Bank Note Guarantees from time to time due by the Issuer or such Guarantor in accordance with the terms and conditions of this Agreement the Note and Note Guarantees, including for the avoidance of doubt, the limitations set out under Section 11.02, shall be owing as a separate and independent obligation of the Issuer and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (ii) Each of . The Issuer, each Guarantor and the parties to this Agreement acknowledges Security Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Issuer and each Guarantor to the Administrative Security Agent under this Indenture and the Security Documents which are separate and independent from, and without prejudice to, the Obligations corresponding obligations under the Notes and Note Guarantees which the Borrower owes Issuer or such Guarantor has to any Lender or Issuing Bank the Holders and (ii) that the Parallel Debt represents the Administrative Security Agent’s own claim claims to receive payment of such the Parallel Debt by and for the Borrowerpurposes of this Section 10.07, the 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; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Notes and Note Guarantees; provided, further, that the Borrower Security Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Indenture, the Security Documents and the Issuing BankIntercreditor Agreement. (Ab) The Every payment of monies made by the Issuer or a Guarantor to the Security Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Issuer or such Guarantor contained in clause (a) of this Section 10.07; provided that if any such payment mentioned in clause (a) above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Security Agent shall be entitled to receive the amount of such payment from the Issuer or such Guarantor and the Issuer or such Guarantor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged. (c) Subject to the provisions in clause (b) of this Section 10.07, but notwithstanding any of the other provisions of this clause (c): (1) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Section 10.07 shall be decreased to the extent that the Borrower Issuer or a Guarantor shall have irrevocably and unconditionally paid any amounts to the Lenders and Security Agent or to the Issuing Bank Trustee or to the Agents on behalf of the Holders or any of them to reduce the Borrower’s outstanding Obligations principal amount of the Notes or any Lender the Security Agent or Issuing Bank the Trustee on behalf of the Holders otherwise receives any amount in irrevocable and unconditional payment of such Obligations the Notes and the Note Guarantees; and (other than by virtue of paragraph (B) hereafter); and (B2) to the extent that the Borrower Issuer or a Guarantor shall have irrevocably and unconditionally paid any amounts to the Administrative Trustee or to the Security Agent or to the Agents under the Parallel Debt or the Administrative Trustee or the Security Agent or to the Agents shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable under the Obligations Notes and the Note Guarantees shall be decreaseddecreased 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. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative Agent 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 Issuers and each Guarantor to the Security Agent, an amount equal to and in the aggregate same currency of all Obligations to all the Lenders obligations under the Notes and the Issuing Bank Guarantees from time to time due by the Issuers or such Guarantor in accordance with the terms and conditions of this Agreement the Notes and Guarantees, including for the avoidance of doubt, the limitations set out under Section 10.04, shall be owing as a separate and independent obligation of the Issuers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of The Issuers, each Guarantor and the parties to this Agreement acknowledges Security Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Issuers and each Guarantor to the Administrative Security Agent under this Indenture and the Security Documents which are separate and independent from, and without prejudice to, the Obligations corresponding obligations under the Notes and Guarantees which the Borrower owes Issuers or such Guarantor has to any Lender or Issuing Bank the Holders and (ii) that the Parallel Debt represents the Administrative Security Agent’s ​ own claim claims to receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Notes and Guarantees; provided, further, that the Borrower Security Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Indenture and the Issuing BankSecurity Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement). (Ac) The total amount due Every payment of monies made by the Borrower Issuers 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 Issuers or such Guarantor contained in Section 11.05(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 Parallel Debt under Security Agent shall be entitled to receive the amount of such payment from the Issuers or such Guarantor and the 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 Section 11.05(c), but notwithstanding any of the other provisions of this clause (k) shall be decreased to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreased.d):

Parallel Debt. For purposes (a) Subject to any limitations expressly set out in this Agreement, the Company hereby irrevocably and unconditionally undertakes to pay to the Interim Security Agent, as creditor in its own right and not as representative or trustee of Luxembourg the other Interim Finance Parties, sums equal to and Netherlands law Collateral in the currency of each amount payable by the Company to each of the other Interim Finance Parties under each of the Interim Documents onlyas and when that amount falls due for payment under the relevant Interim Document. (b) The Interim Security Agent shall hold the claims against the Company under the parallel debt structure in this Clause 15.7 in accordance with this Clause 15 (Security). The Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 15.7 among the Interim Finance Parties in accordance with the provisions of this Agreement. (c) The Interim Security Agent shall have its own independent right to demand payment of the amounts payable by the Company under this Clause 15.7, provided that: (i) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay the amounts for which the Company is liable under its parallel debt: (A) shall be decreased to the Administrative Agent extent that its corresponding debt towards an amount equal Interim Finance Party has been irrevocably paid (or, in the case of guarantee obligations, discharged); or (B) shall be increased to the aggregate of all Obligations to all extent that the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”).corresponding debt towards an Interim Finance Party has been increased; (ii) Each the corresponding debt of the parties Company shall be decreased to this Agreement acknowledges the extent that its parallel debt has been irrevocably paid (ior, in the case of guarantee obligations, discharged); and (iii) for this purpose, the Parallel Debt parallel debt of the Borrower constitutes undertakings, obligations Company shall not exceed its corresponding debt towards the Interim Finance Parties. (d) Any amount due and liabilities payable by the Company to the Interim Security Agent under this Clause 15.7 shall be decreased to the extent that the other Interim Finance Parties have received payment of the Borrower corresponding amount under the other provisions of the Interim Documents and any amount due and payable by the Company to the Administrative other Interim Finance Parties under those provisions shall be decreased to the extent that the Interim Security Agent which has received payment of the corresponding amount under this Clause 15.7. The rights of the Interim Finance Parties (other than the Interim Security Agent) to receive payment of amounts payable by the Company under the Interim Documents are several and are separate and independent from, and without prejudice to, the Obligations which rights of the Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim Interim Security Agent 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 Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing BankClause 15.7. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreased.

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

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

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower Each Loan Party hereby irrevocably and unconditionally undertakes, as far as undertakes (and to the extent necessary undertakes in advance, ) without duplication to pay to the Administrative Collateral Agent an amount amounts equal to the aggregate of all Obligations to all the Lenders and the Issuing Bank any amounts owing from time to time due in accordance with the terms and conditions of by such Loan Party to any Secured Party under this Agreement and any other Loan Document pursuant to any Obligations as and when those amounts are due under any Loan Document or otherwise in respect of the Obligations payable by such Loan Party to any Secured Party (such payment undertaking undertakings under this Section 9.25 and the obligations and liabilities which are resulting therefrom being the result thereof are referred to as “Parallel Debt”). (iib) Each The Collateral Agent shall have its own independent right without duplication to demand payment of the parties Parallel Debt by each Loan Party when due. Each Loan Party and the Collateral Agent acknowledge that the obligations of each Loan Party under this Section 9.25 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of each Loan Party to any Secured Party under this Agreement acknowledges that or any other Loan Document or otherwise in respect of the Obligations payable by such Loan Party to any Secured Party (the “Corresponding Debt”), provided that: (i) for this purpose, the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Borrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Borrower shall have Corresponding Debt has been irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations discharged (other than by virtue of paragraph than, in each case, contingent obligations); (Bii) hereafter); and (B) the Corresponding Debt shall be decreased to the extent that the Borrower shall have Parallel Debt has been irrevocably and unconditionally paid any amounts to or discharged; (iii) the Administrative Agent under amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; (iv) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable; and (v) the Loan Parties shall have all objections and defenses against the Parallel Debt which they have against the Corresponding Debt. (c) The security granted under any German Collateral Agreement with respect to the Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of the Parallel Debt. (d) Without limiting or affecting the Administrative Collateral Agent’s rights against any Loan Party (whether under this Agreement or any other Loan Document), each of the Loan Parties 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; and (ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall have otherwise received monies not be regarded as having any participation or commitment other that those which it has in irrevocable its capacity as a Lender. (e) The parties to this Agreement acknowledge and unconditional payment of such Parallel Debt, confirm that the provisions contained in this Section 9.25 shall not be interpreted so as to increase the maximum total amount due 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 Obligations other Loan Documents or Bank Product Agreements, be it by virtue of assignment, novation or otherwise, provided that the Collateral Agent may not assign or transfer any claim arising from the Parallel Debt other than to any successor Collateral Agent. (g) All monies received or recovered by the Collateral Agent pursuant to this Agreement and all amounts received or recovered by the Collateral Agent from or by the enforcement of any security granted to secure the Parallel Debt shall be decreasedapplied in accordance with the terms of this Agreement.

Parallel Debt. (a) For the purposes of Luxembourg taking and Netherlands law Collateral Documents onlyensuring the continuing validity of the Turkish Pledge Agreement and the Turkish Guarantee subject to the applicable laws of the Republic of Turkey, notwithstanding any contrary provision in this Indenture: (i1) The Borrower irrevocably the Company and unconditionally undertakeseach of the Guarantors hereby agrees and undertakes by way of an abstract acknowledgement of debt, as far as necessary in advance(such undertakings, the “Parallel Debt Obligations”) to pay to the Administrative Collateral Agent an amount amounts equal to all present and future amounts and other Obligations owing by it to the aggregate Collateral Agent for its benefit and the benefit of all the Trustees and the Holders of the Notes under the Notes Documents (the “Original Obligations”) as and when the same fall due for payment under the relevant Notes Documents; (2) the Collateral Agent shall have its own independent right to demand and receive payment of the Parallel Debt Obligations; (3) the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations for which each of the Trustees and the Holders of the Notes shall have an independent right to demand payment; (4) notwithstanding paragraphs ‎(a)‎(ii) and ‎(iii) above, payment by the Company of its Parallel Debt Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to each of the Trustees and the Holders of the Notes and payment by the Company of its Original Obligations to all the Lenders relevant parties shall to the same extent decrease and be a good discharge of the Parallel Debt Obligations owing by it to the Collateral Agent; (5) the Parallel Debt Obligations are owed to the Collateral Agent in its own name on behalf of itself and not as agent or representative of any other Person nor as trustee and the Issuing Bank from time Parallel Debt Security shall secure the Parallel Debt Obligations so owing; and (6) a defect affecting a Parallel Debt Obligation against the Company will not affect any Original Obligation and a defect affecting an Original Obligation against the Company will not affect any Parallel Debt Obligation; and (b) the Collateral Agent undertakes to time due pay to the Trustees and the Holders of the Notes any amount collected or received by it in payment or partial payment of the Parallel Debt Obligations and shall distribute any amount so received to the Trustees and the Holders of the Notes in accordance with the terms and conditions of this Agreement (such payment undertaking Indenture and the obligations and liabilities which are the result thereof are referred to Collateral Documents as “Parallel Debt”). (ii) Each if such amounts had been received in respect of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Borrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing BankOriginal Obligations. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreased.

Parallel Debt. For purposes (a) Without prejudice to the provisions of Luxembourg the Credit Agreement and Netherlands law the Collateral Documents only: (i) The Borrower irrevocably and unconditionally undertakes, as far as necessary for the purpose of preserving the initial and continuing validity of the security interests in advance, the Collateral granted and to pay be granted by the Loan Parties to the Administrative Collateral Agent for the benefit of any Secured Parties and/or to the Secured Parties (or any of them), an amount equal to and in the aggregate of all same currency as the Obligations to all the Lenders and the Issuing Bank from time to time due by such Loan Party in accordance with the terms and conditions of this Agreement the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the “Secured Documents”) including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent as creditor in its own right and not as representative of the other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of Loan Party and the parties to this Agreement acknowledges Collateral Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower each Loan Party to the Administrative Collateral Agent as creditor in its own right and not as a representative under the Secured Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Secured Documents, which such Loan Party has to the Borrower owes to any Lender or Issuing Bank Secured Parties and (ii) that the Parallel Debt represents the Administrative Collateral Agent’s own claim independent rights and claims to demand and receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Secured Documents; provided, further, that the Borrower Collateral Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with the Credit Agreement and the Issuing Bankany other Secured Document. (Ac) The Every payment of monies made by a Loan Party to the Collateral 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 such Loan Party contained in paragraph (a) of this Section 1.01; 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 shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party 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 1.01, but notwithstanding any of the other provisions of this Section 1.01: (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Section 1.01 shall be decreased to the extent that the Borrower a Loan Party shall have irrevocably and unconditionally paid any amounts to the Lenders and Collateral Agent on behalf of the Issuing Bank applicable Secured Parties or any of them to reduce the Borrower’s outstanding principal amount of the applicable Obligations or any Lender or Issuing Bank the Collateral Agent on behalf of the applicable Secured Parties otherwise receives any amount in irrevocable and unconditional payment of such Obligations Obligations; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower a Loan Parties shall have irrevocably and unconditionally paid any amounts to the Administrative Collateral Agent under the Parallel Debt owed to it or the Administrative Collateral Agent shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel DebtDebt owed to it, the total amount due and payable under the Obligations Secured Documents shall be decreaseddecreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or the appointment of a new Collateral Agent pursuant to the Credit Agreement, the retiring or replaced Collateral Agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent. Citibank Camelot UK Bidco Limited 69617640 19,000.00 USD 01/29/2020 01/29/2020 FALSE NATIONAL AND UNIVERSITY LIBRARY IN ZAGREB Citibank Camelot UK Bidco Limited 69610435 197,100.00 QAR 12/31/2020 01/30/2021 FALSE Qatar Foundation (QF) Citibank Camelot UK Bidco Limited 69610619 31,676.17 EUR 12/31/2020 01/30/2021 FALSE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Citibank Camelot UK Bidco Limited 69610944 66,776.85 EUR 12/20/2019 12/20/2019 FALSE BT GERMANY GMBH AND CO. OHG Citibank Camelot UK Bidco Limited 5404600147/ 69611362 5,122.00 USD 09/30/2021 10/02/2021 FALSE Qatargas Operating Company Limited Citibank Camelot UK Bidco Limited 69611971 115,000.00 USD 12/31/2019 12/31/2019 TRUE One Penn Plaza LLC Citibank Camelot UK Bidco Limited 69613306/ 5219800149 8,000.00 EUR 12/31/2018 01/31/2020 TRUE ▇▇▇▇▇▇▇ Grundstückverwaltung GbR Citibank Clarivate Analytics (Belgium) NV 69611056 212,504.00 EUR 09/02/2021 09/02/2021 FALSE Singel Office Antwerpen NV Citibank Camelot UK Bidco Limited 69614875 116,063.65 EUR 10/02/2019 10/02/2021 TRUE Fundação para Ciência e a Tecnologia (FCT) Citibank Camelot UK Bidco Limited 69615639 375,000.00 USD 10/31/2019 10/31/2021 TRUE ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LP ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Camelot UK Bidco Limited 6545S26890 856,086.78 USD 12/31/2019 03/31/2023 FALSE Ministry of Education CAPES/CGLOG/DGES Royal Bank of Canada Camelot UK Bidco Limited 6545S26949/ 781BG61900304 62,050.00 SGD 04/30/2020 06/30/2024 TRUE Intellectual Property Office of Singapore None. 1. New York ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 2. England & Wales Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 3. Delaware Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP 4. Luxembourg Loyens & Loeff Luxembourg S.à ▇.▇. 5. Luxembourg NautaDutilh Avocats Luxembourg S.à ▇.▇. 1. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent customary insurance certificates and endorsements to be agreed between the Borrower Representative and the Administrative Agent. 2. Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent the certificate representing the pledged equity referred to therein by Camelot UK Bidco in Information Ventures LLC accompanied by undated stock powers executed in blank in accordance with the Security Documents. 3. Within 30 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent any updated certificates representing pledged equity referred to therein and accompanied by undated stock powers executed in blank in accordance with the Security Documents, in each case as the Administrative Agent may reasonably request and only to the extent required to be delivered pursuant to the Security Documents. 4. Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower Representative shall deliver to the Administrative Agent a fully executed global intercompany note in a form as may be reasonably agreed between the Borrower Representative and the Administrative Agent. 1. That certain notes agreement on Schedule 1.1D hereto; and 2. the letters of credit and guarantees outstanding on the Closing Date: Issuing Party Entity Guarantee / LC Number Amount Currency End Date Final Expiration Date Evergreen Beneficiary Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 1,500.00 EUR N/A N/A TRUE Autonome Provinz Bozen Volksbank Karlsruhe Clarivate Analytics (Deutschland) Gmbh 3900007905 5,050.10 EUR N/A N/A TRUE Autonome Provinz Bozen Citibank Camelot UK Bidco Limited 5870605210 73,279.34 AED N/A N/A TRUE TECOM Investments LLC Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A (LC 69614875) 12,369.13 EUR 01/31/2022 01/31/2022 FALSE Fundação para Ciência e a Tecnologia (FCT) Clarivate Analytics Information Services (Beijing) Company Ltd. Clarivate Analytics Information Services (Beijing) Company Ltd. N/A 20,000.00 CNY Within one month after the final acceptance of the contract. Within one month after the final acceptance of the contract. FALSE Geely Automobile Research Institute (Ningbo) Co., Ltd. Clarivate Analytics (US) LLC Clarivate Analytics (US) LLC N/A 9,638,625.00 USD N/A N/A FALSE 1500 Net-Works Associates L.P. Bank of America, N.A. Mail Code: TX2-974-03-23 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ USD Payment Instructions: ABA# 026 009 593 New York, NY Account# 1366072250600 Attn: Wire Clearing Account for Syn Loans – LIQ Ref: Camelot Finance S.A. Alternative Currency Payment Instructions: EUR Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA GBP Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Beneficiary: Bank of America NA CHF Beneficiary Bank: Bank of America NA (Swift ID: BOFACH2X) Beneficiary Account Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Beneficiary: Bank of America NA AUD Beneficiary Bank: Bank of America Australia (Swift ID: BOFAAUSX) Beneficiary Account Number: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Beneficiary: Bank of America NA JPY Beneficiary Bank: Bank of America NA (Swift ID: BOFAJPJX) Beneficiary Account Number: 6064 9568 7013 Beneficiary: Bank of America NA Bank of America, N.A. Mail Code: TX2-974-03-26 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Trade Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Standby Letters of Credit Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ EXHIBIT A-1

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

Parallel Debt. For purposes the purpose of Luxembourg taking and Netherlands law ensuring the continuing validity of each Lien on the First Lien Collateral granted under the First Lien Collateral Documents onlygoverned by the laws of (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 First Lien Collateral Agent as trustee or agent for some or all of the First Priority Notes Secured Parties, notwithstanding any contrary provision in any Note Document: (a) each Issuer and Guarantor irrevocably and unconditionally undertakes to pay to the First Lien Collateral Agent as an independent and separate creditor an amount (the “Parallel Obligations”) equal to: (i) all present and future, actual or contingent amounts owing by such Issuer or Guarantor to First Priority Notes Secured Parties under or in connection with the Note 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 obligations pursuant to or in connection with any amendment or supplement or restatement or novation of any Note Document, in each case whether or not anticipated as of the Issue Date) and (ii) any amount which such Issuer or Guarantor owes to First Priority Notes Secured Parties as a result of a party rescinding a Note Document or as a result of invalidity, illegality, or unenforceability of a Note Document (the “Original Obligations”); (b) the First Lien Collateral Agent shall have its own independent right to claim performance of the Parallel Obligations (including, 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 not constitute the First Lien Collateral Agent and any other First Priority Notes Secured Party as joint creditors; (c) the Parallel Obligations shall not limit or affect the existence of the Original Obligations for which the First Priority Notes Secured Parties shall have an independent right to demand payment; (d) notwithstanding clauses (b) and (c) above: (i) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all Obligations to all the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”). (ii) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Borrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent the First Lien Collateral Agent receives (and retains) and applies any payment against the discharge of its Parallel Obligations to the First 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 First Priority Notes Secured Party shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the First 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 Borrower Parallel Obligations are owed to the First 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 First Lien Collateral shall have secure the Parallel Obligations so owing to the First Lien Collateral Agent in its capacity as creditor of the Parallel Obligations; (f) each Issuer and Guarantor irrevocably and unconditionally paid waives any amounts right it may have to require a First Priority Notes Secured Party to join any proceedings as co-claimant with the First Lien Collateral Agent in respect of any claim by the First Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11; (g) each Issuer and Guarantor agrees that: (i) any defect affecting a claim of the First Lien Collateral Agent against any Issuer or Guarantor under this Section 13.11 will not affect any claim of a First Priority Notes Secured Party against such Issuer or Guarantor under or in connection with the First Lien Documents; and (ii) any defect affecting a claim of a First Priority Notes Secured Party against any Issuer or Guarantor under or in connection with the Note Document will not affect any claim of the First Lien Collateral Agent under this Section 13.11; and (h) if the First 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 First Priority Notes Secured Party, that First Priority Notes Secured Party must repay an amount equal to that recovery to the Lenders and First Lien Collateral Agent. (i) For purposes of any First Lien Collateral Document governed by Dutch law, any resignation by the Issuing Bank or any of them First Lien Collateral Agent is not effective with respect to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent its rights under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable Obligations until all rights and unconditional payment of such Parallel Debt, the total amount due obligations under the Parallel Obligations shall be decreasedhave been assigned to and assumed by the successor agent appointed in accordance with this Indenture. (j) The First 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 First 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 First Lien Collateral Agent to a successor collateral agent in accordance with this Indenture.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower Purchaser irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Administrative Agent an amount equal to the aggregate of all its Principal Obligations to all the Facility Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as thereof, hereinafter being its “Parallel Debt”). (iib) Each of the The parties to this Agreement acknowledges hereby acknowledge and agree that (i) for this purpose, the Parallel Debt of the Borrower Purchaser constitutes undertakings, obligations and liabilities of the Borrower Purchaser to the Administrative Agent which are separate and independent from, and without prejudice to, the Obligations principal obligations which the Borrower owes Purchaser has to any Lender or Issuing Bank the Facility Lenders, and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the BorrowerPurchaser; provided that the total amount which may become due under the Parallel Debt of the Borrower Purchaser under this clause (k) Section 9.14 shall never not in any way limit, affect or exceed the total amount which may become due under all the Principal Obligations of the Borrower Purchaser to all the Lenders and the Issuing BankFacility Lenders. (Ac) The total amount due by the Borrower Purchaser as the Parallel Debt under this clause (k) Section 9.14 shall be decreased to the extent that the Borrower Purchaser shall have irrevocably and unconditionally paid any amounts to the Facility Lenders and the Issuing Bank or any of them to reduce the BorrowerPurchaser’s outstanding Principal Obligations or any Lender or Issuing Bank the Facility Lenders otherwise receives receive any amount in irrevocable and unconditional payment of such Obligations Principal Obligations. (other than by virtue of paragraph (Bd) hereafter); and (B) to To the extent that the Borrower Purchaser shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under in respect of the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under in respect of the Principal Obligations shall be decreaseddecreased in a like amount. (e) For the purpose of this Section 9.14, the Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any Facility Lender and its claims in respect of a Parallel Debt shall not be held on trust. (f) For the avoidance of doubt, a Parallel Debt will become due and payable at the same time the Principal Obligations become due and payable.

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

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative Agent provisions of this Agreement 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 Borrowers and each Guarantor to the Security Agent, an amount equal to and in the aggregate same currency of all Obligations to all the Lenders obligations under the Loans and the Issuing Bank Guarantees from time to time due by a Borrower or such Guarantor in accordance with the terms and conditions of this Agreement the Loans and Guarantees, including for the avoidance of doubt, the limitations set out under Section 11.7, shall be owing as a separate and independent obligation of the Borrowers and each Guarantor to the Security Agent (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of The Borrowers, each Guarantor and the parties to this Agreement acknowledges Security Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Borrowers and each Guarantor to the Administrative Security Agent under this Agreement and the Security Documents which are separate and independent from, and without prejudice to, the Obligations corresponding obligations under the Loans and Guarantees which the Borrower owes Borrowers or such Guarantor has to any Lender or Issuing Bank the Lenders and (ii) that the Parallel Debt represents the Administrative Security Agent’s own claim claims to receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Loans and Guarantees; provided, further, that the Borrower Security Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Agreement and the Issuing BankSecurity Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement). (Ac) The Every payment of monies made by the Issuers 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 Issuers or such Guarantor contained in Section 12.19(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 Security Agent shall be entitled to receive the amount of such payment from the Borrowers or such Guarantor and the Borrowers 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 Section 12.19(c), but notwithstanding any of the other provisions of this Clause (d): (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Section 12.19 shall be decreased to the extent that the a Borrower or a Guarantor shall have irrevocably and unconditionally paid any amounts to the Security Agent or to the Administrative Agent on behalf of the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations principal amount of the Loans or any Lender the Security Agent or Issuing Bank the Administrative Agent on behalf of the Lenders otherwise receives any amount in irrevocable and unconditional payment of such Obligations the Loans and the Guarantees; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the a Borrower or a Guarantor shall have irrevocably and unconditionally paid any amounts to the Administrative Agent or to the Security Agent under the Parallel Debt or the Administrative Agent or the Security Agent shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable under the Obligations Loans and the Guarantees shall be decreaseddecreased as if said amounts were received directly in payment of the Loans and Guarantees.

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

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative Agent 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 Issuer to the Security Agent, an amount equal to and in the aggregate same currency of all Obligations to all the Lenders and obligations under the Issuing Bank Notes from time to time due by the Issuer in accordance with the terms and conditions of this Agreement the Notes, shall be owing as a separate and independent obligation of the Issuer to the Security Agent (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of The Issuer and the parties to this Agreement acknowledges Security Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Issuer to the Administrative Security Agent under this Indenture and the Security Documents which are separate and independent from, and without prejudice to, the Obligations corresponding obligations under the Notes which the Borrower owes Issuer has to any Lender or Issuing Bank the Holders and (ii) that the Parallel Debt represents the Administrative Security Agent’s own claim claims to receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Notes; provided, further, that the Borrower Security Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Indenture and the Issuing BankSecurity Documents. (Ac) The Every payment of monies made by the Issuer 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 contained in Section 11.05(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 Security Agent shall be entitled to receive the amount of such payment from the Issuer and the Issuer 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 11.05, but notwithstanding any of the other provisions of this paragraph (d): (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Section 11.05 shall be decreased to the extent that the Borrower Issuer shall have irrevocably and unconditionally paid any amounts to the Lenders and Security Agent or to the Issuing Bank Trustee on behalf of the Holders or any of them to reduce the Borrower’s outstanding Obligations principal amount of the Notes or any Lender the Security Agent or Issuing Bank the Trustee on behalf of the Holders otherwise receives any amount in irrevocable and unconditional payment of such Obligations the Notes; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower Issuer shall have irrevocably and unconditionally paid any amounts to the Administrative Trustee or to the Security Agent under the Parallel Debt or the Administrative Trustee or the Security Agent shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel Debt, the total amount due and payable under the Obligations Notes shall be decreaseddecreased as if said amounts were received directly in payment of the Notes.

Parallel Debt. For purposes Without prejudice to the provisions of Luxembourg the other Note Documents, and Netherlands law Collateral Documents only: (i) The Borrower for the purpose of ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or pursuant to the Dutch Deed of Pledge, each Issuer irrevocably and unconditionally undertakesundertakes to pay, as far as necessary in advanceand acknowledges that it owes, to pay to the Administrative Agent an amount Collateral Trustee amounts equal to to, and in the aggregate currency or currencies of, its Corresponding Debt, irrespective of all Obligations to all whether any such debt has arisen as at the Lenders and date of this Indenture or arises after the Issuing Bank from time to time due date hereof, in accordance with and under the same terms and conditions of this Agreement as the Corresponding Debt (such payment undertaking undertakings and the obligations and liabilities which are the result thereof are hereinafter referred to as the “Parallel Debt”). (ii) Each , which undertaking, covenant, and acknowledgment of indebtedness the parties to this Agreement acknowledges that (i) for this purpose, the Collateral Trustee hereby irrevocably and unconditionally accepts. The Parallel Debt of each Issuer: (a) shall become due and payable at the Borrower constitutes undertakings, obligations same time as its Corresponding Debt; and (b) is independent and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, its Corresponding Debt. For purposes of this Section 12.08, the Obligations which Collateral Trustee: (a) is the Borrower owes to any Lender independent and separate creditor of each Parallel Debt; (b) acts in its own name and not as agent, representative or Issuing Bank trustee of the PP&E First Lien Secured Parties and (ii) that the its claims in respect of each Parallel Debt represents shall not be held on trust; and (c) shall have the Administrative Agent’s own claim independent and separate right to receive demand payment of such each Parallel Debt by the Borrower; provided that the total amount which may become due under the in its own name (zelfstandige vorderingen op naam) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). The Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) an Issuer shall be (i) decreased to the extent that the Borrower shall have its Corresponding Debt has been irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); discharged, and (Bii) increased to the extent that its Corresponding Debt has increased, and the Borrower Corresponding Debt of a Credit Party shall have be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid any amounts or discharged, and (y) increased to the Administrative Agent extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of an Issuer shall never exceed its Corresponding Debt. If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the Dutch Deed of Pledge). All amounts received or recovered by the Collateral Trustee in connection with this Section 12.08, to the extent permitted by applicable law, shall be applied in accordance with Section 12.06. This Section 12.08 applies for the purpose of determining the Secured Liabilities (as defined in the Dutch Deed of Pledge) secured in the Dutch Deed of Pledge. Each Holder irrevocably and unconditionally accepts and consents to the creation of the Parallel Debt and the appointment of the Collateral Trustee as the sole creditor under the Parallel Debt or the Administrative Agent shall have otherwise received monies as outlined in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreasedthis Section 12.08.

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only:‌ (ia) The Borrower Notwithstanding any other provision of this Agreement, the Company irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Common Security Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the aggregate currency of all each amount payable by the Company to each of the Secured Creditors (whether present or future and whether actual or contingent) under the other provisions of the Secured Documents as and when the amount falls due for payment under those provisions of Secured Documents or would have fallen due but for any discharge resulting from failure of another Secured Creditor to take appropriate steps, in insolvency proceedings affecting the Company, to preserve its entitlement to be paid that amount. For the avoidance of doubt, interest, fees and any other charges accruing on the Secured Obligations to all shall be included in the Lenders and the Issuing Bank from time to time due in accordance with the terms and conditions of this Agreement Parallel Debt (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as “Parallel Debt”without double-counting). (iib) Each of the parties The obligation to this Agreement acknowledges that (i) for this purpose, the pay Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower Company to the Administrative Common Security Agent which are separate and independent from, from the obligations (whether present or future and without prejudice to, whether actual or contingent) of the Obligations which Company to the Borrower owes to Secured Creditors or any Lender or Issuing Bank and (ii) that the of them. The Parallel Debt represents the Administrative Common Security Agent’s own separate and independent claim to receive payment of such the Parallel Debt from the Company. (c) For the avoidance of doubt, the aggregate amount due by the Borrower; provided that the total amount which may become due Company under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders will be immediately and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be automatically decreased to the extent that the Borrower shall have irrevocably and unconditionally Company has paid any amounts to the Lenders and Secured Creditors under the Issuing Bank other provisions of the Secured Documents, except to the extent such payment shall have been subsequently avoided or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than reduced by virtue of paragraph provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (Bd) hereafter); and (B) For the avoidance of doubt, to the extent that the Borrower shall have irrevocably and unconditionally Company has paid any amounts to the Administrative Common Security Agent under the Parallel Debt or the Administrative Agent aggregate amount due by the Company to the Secured Creditors under the other provisions of the Secured Documents will be immediately and automatically decreased accordingly, except to the extent such payment shall have otherwise received monies been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application. (e) To the extent the Common Security Agent receives any amount in irrevocable and unconditional payment of such the Parallel Debt, the total Common Security Agent shall make such amount due available to the relevant Creditor Representative(s) or Hedge Counterparties, as applicable, for distributing among the Secured Creditors in accordance with the terms of the Secured Documents. (f) The obligation to pay Parallel Debt is a separate and independent acknowledgement of obligation (est: võlatunnistus) by the Company within the meaning of § 30 of the Estonian Law of Obligations Act (est: võlaõigusseadus). For the purpose of clarification, the obligation to pay Parallel Debt is a constitutive acknowledgement of obligation (est: konstitutiivne võlatunnistus). (g) Without limiting and in addition to the above, the Common Security Agent shall have the rights of the joint creditor (est: solidaarvõlausaldaja) with the other Secured Creditors in relation to sums payable by the Company to each of the Secured Creditors under the Obligations shall be decreasedSecured Documents. (h) Each Secured Creditor must, at the request of the Common Security Agent, perform any act required in connection with the enforcement of any claim under the obligation to pay Parallel Debt.

Parallel Debt. For purposes (a) Without prejudice to the provisions of Luxembourg the Credit Agreement and Netherlands law the Collateral Documents only: (i) The Borrower irrevocably and unconditionally undertakes, as far as necessary for the purpose of preserving the initial and continuing validity of the security interests in advance, the Collateral granted and to pay be granted by the Loan Parties to the Administrative Collateral Agent for the benefit of any Secured Parties and/or to the Secured Parties (or any of them), an amount equal to and in the aggregate of all same currency as the Obligations to all the Lenders and the Issuing Bank from time to time due by such Loan Party in accordance with the terms and conditions of this Agreement the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements (collectively, the “Secured Documents”) including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent as creditor in its own right and not as representative of the other Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof are referred to as the “Parallel Debt”). (iib) Each of Loan Party and the parties to this Agreement acknowledges Collateral Agent acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower each Loan Party to the Administrative Collateral Agent as creditor in its own right and not as a representative under the Secured Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Secured Documents, which such Loan Party has to the Borrower owes to any Lender or Issuing Bank Secured Parties and (ii) that the Parallel Debt represents the Administrative Collateral Agent’s own claim independent rights and claims to demand and receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Secured Documents; provided, further, that the Borrower Collateral Agent shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with the Credit Agreement and the Issuing Bankany other Secured Document. (Ac) The Every payment of monies made by a Loan Party to the Collateral 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 such Loan Party contained in paragraph (a) of this Section 1.01; 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 shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party 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 1.01, but notwithstanding any of the other provisions of this Section 1.01: (i) the total amount due by the Borrower and payable as the Parallel Debt under this clause (k) Section 1.01 shall be decreased to the extent that the Borrower a Loan Party shall have irrevocably and unconditionally paid any amounts to the Lenders and Collateral Agent on behalf of the Issuing Bank applicable Secured Parties or any of them to reduce the Borrower’s outstanding principal amount of the applicable Obligations or any Lender or Issuing Bank the Collateral Agent on behalf of the applicable Secured Parties otherwise receives any amount in irrevocable and unconditional payment of such Obligations Obligations; and (other than by virtue of paragraph (B) hereafter); and (Bii) to the extent that the Borrower a Loan Parties shall have irrevocably and unconditionally paid any amounts to the Administrative Collateral Agent under the Parallel Debt owed to it or the Administrative Collateral Agent shall have otherwise received monies in irrevocable and unconditional payment of such the Parallel DebtDebt owed to it, the total amount due and payable under the Obligations Secured Documents shall be decreaseddecreased as if said amounts were received directly in payment of the applicable Obligations. (e) In the event of a resignation of the Collateral Agent or the appointment of a new Collateral Agent pursuant to the Credit Agreement, the retiring or replaced Collateral Agent shall at the Loan Parties’ sole cost and expense (including legal fees) (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent.

Parallel Debt. (a) For purposes the purpose of Luxembourg ensuring the validity and Netherlands law Collateral Documents only: (i) The Borrower enforceability of any right of pledge governed by Dutch law, Yale hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount equal to the aggregate amount due by Yale in respect of all the Corresponding Obligations to all the Lenders and the Issuing Bank as they may exist from time to time due in accordance with the terms and conditions of this Agreement (such time. The payment undertaking and the obligations and liabilities which are the result thereof are of Yale under this Section 10.22 is to be referred to as the “Parallel Debt”). (iib) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereto hereby acknowledges that that: (i) for this purpose, the Parallel Debt of the Borrower constitutes undertakingsan undertaking, obligations obligation and liabilities of the Borrower liability to the Administrative Agent which are is separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and Corresponding Obligations; and (ii) that the Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of such the Parallel Debt by from Yale, it being understood, in each case, that pursuant to this Section 10.22(c) the Borrower; provided that the total amount which may become due under payable by Yale as the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all amounts which are payable under or in connection with the Lenders and the Issuing BankCorresponding Obligations. (Ad) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to To the extent that the Borrower shall have Administrative Agent irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or Debt, (i) the Administrative Agent shall have otherwise distribute that amount among the Administrative Agent and the Lenders that are creditors of the Corresponding Obligations in accordance with the relevant provisions of the Credit Agreement as if received monies by it in irrevocable and unconditional payment of such Parallel Debt, the total amount due under Corresponding Obligations and (ii) the Corresponding Obligations shall be decreasedreduced by an amount equal to such payment. (e) For the purpose of this Section 10.22 but subject to paragraph (d) above the Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Lender.”

Parallel Debt. For purposes of Luxembourg and Netherlands To grant the security for the Obligations governed by Dutch law Collateral Documents only: (i) The to the Administrative Agent, the Borrower irrevocably and unconditionally undertakes, as far as undertakes (and to the extent necessary undertakes in advance, advance (bij voorbaat)) to pay to the Administrative Agent an amount amounts equal to the aggregate of all Obligations to all the Lenders and the Issuing Bank any amounts owing from time to time due in accordance with by the terms Borrower to any Bank under any Loan Document as and conditions of this Agreement when those amounts are due. (such payment undertaking a) The Borrower and the Administrative Agent and the Banks acknowledge that the obligations of the Borrower under this Section 9.22 are several and liabilities are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, the corresponding obligations of the Borrower to any Bank under any Loan Document (the “Corresponding Debt”) nor shall the amounts for which are the result thereof are referred to as Borrower is liable under this Section 9.22 (the “Parallel Debt”).) be limited or affected in any way by its Corresponding Debt provided that: (iiA) Each of the parties to this Agreement acknowledges that (i) for this purpose, the Parallel Debt of the Borrower constitutes undertakings, obligations and liabilities of the Borrower to the Administrative Agent which are separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents the Administrative Agent’s own claim to receive payment of such Parallel Debt by the Borrower; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing Bank. (A) The total amount due by the Borrower as the Parallel Debt under this clause (k) shall be decreased to the extent that the Borrower shall have Corresponding Debt has been irrevocably and unconditionally paid any amounts to or (in the Lenders and the Issuing Bank or any case of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than by virtue of paragraph guaranty obligations) discharged; (B) hereafter); and (B) the Corresponding Debt of the Borrower shall be decreased to the extent that the Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; and (C) the amount of the Parallel Debt of the Borrower shall have irrevocably at all times be equal to the amount of the Corresponding Debt. (b) For the purpose of this Section 9.22, the Administrative Agent acts in its own name and unconditionally paid on behalf of itself and not as agent, representative or trustee of any amounts Bank, and its claims in respect of the Parallel Debt shall not be held in trust. (c) The Liens granted under the BV Security Agreement to the Administrative Agent under to secure the Parallel Debt or are granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt. (d) Every payment of monies made by the Borrower to the Administrative Agent shall have otherwise received monies (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 irrevocable and unconditional satisfaction pro tanto of the covenant by the Borrower contained in this Section 9.22, 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, insolvency, liquidation or similar laws of general application, the Administrative Agent shall be entitled to receive a corresponding amount as Parallel Debt under this Section 9.22 from the Borrower, the Borrower shall remain liable to satisfy such Parallel Debt, and such Parallel Debt shall be deemed not to have been discharged. (e) All monies received or recovered by the total amount Administrative Agent pursuant to this Section 9.22, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any Lien granted to secure the Parallel Debt, shall be applied in accordance with Section 6.4 (Distribution of Proceeds after Default). (f) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 9.22 or under any other provision of the Loan Documents), the Borrower acknowledges that: (A) nothing in this Section 9.22 shall impose any obligation on the Administrative Agent to advance any sum to the Borrower or otherwise under any Loan Document, except in its capacity as Bank; and (B) 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 Bank. (g) For the avoidance of doubt: (A) the Parallel Debt will become due and payable (opeisbaar) at the same time the Corresponding Debt becomes due and payable; (B) the Borrower may not repay or prepay the Parallel Debt unless directed to do so when the Corresponding Debt is accelerated by the Administrative Agent or otherwise becomes due or the Lien pursuant to a Security Agreement is enforced by the Administrative Agent; and (C) in the event that the Borrower is in default in respect of its obligations under the Obligations shall Corresponding Debt as set forth in this Agreement, the Borrower shall, at the same time, be decreaseddeemed in default in respect of its obligations under the Parallel Debt.

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

Parallel Debt. For purposes of Luxembourg and Netherlands law Collateral Documents only: (ia) The Borrower irrevocably and unconditionally undertakes, as far as necessary in advance, to pay Without prejudice to the Administrative Agent 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 aggregate same currency of all Obligations to all the Lenders obligations under the Notes and the Issuing Bank Guarantees from time to time due by the Co-Issuers or such Guarantor in accordance with the terms and conditions of this Agreement 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 are referred to as the “Parallel Debt”). (iib) Each of The Co-Issuers, each Guarantor and the parties to this Agreement acknowledges Collateral Trustee acknowledge that (i) for this purpose, purpose the Parallel Debt of the Borrower constitutes undertakings, joint and several obligations and liabilities of the Borrower Co-Issuers and each Guarantor to the Administrative Agent Collateral Trustee under this Indenture and the Security Documents which are separate and independent from, and without prejudice to, the Obligations corresponding obligations under the Notes and Guarantees which the Borrower owes Co-Issuers or such Guarantor has to any Lender or Issuing Bank the Holders and (ii) that the Parallel Debt represents the Administrative AgentCollateral Trustee’s own claim claims as Collateral Trustee to receive payment of such the Parallel Debt by the BorrowerDebt; provided that the total amount which may become due under the Parallel Debt of the Borrower under this clause (k) shall never exceed the total amount which may become due under all the Obligations of Notes and Guarantees; provided, further, that the Borrower Collateral Trustee shall exercise its rights with respect to all the Lenders Parallel Debt solely in accordance with this Indenture and the Issuing BankSecurity Documents. (Ac) The total amount due Every payment of monies made by the Borrower as the Parallel Debt under this clause (k) shall be decreased Co-Issuers or a Guarantor to the extent that the Borrower Collateral Trustee shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank (conditionally upon such payment not subsequently being avoided or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than reduced by virtue of paragraph (Bany provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) hereafter); and (B) to be in satisfaction pro tanto of the extent that covenant by the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt Co-Issuers or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debt, the total amount due under the Obligations shall be decreased.Guarantor contained in

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

Parallel Debt. For purposes (a) Notwithstanding any other provision of Luxembourg and Netherlands law Collateral Documents only: (i) The Borrower any Loan Document, with respect to the Obligations of the Company under the Loan Documents, each Loan Party that is a Domestic Subsidiary of the Company hereby irrevocably and unconditionally undertakes, as far as necessary in advance, undertakes to pay to the Administrative Agent an amount Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the aggregate currency of all each amount payable by such Loan Party to each of the Secured Parties in respect of the Obligations of the Company under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Party to all the Lenders and the Issuing Bank from time take appropriate steps, in insolvency proceedings affecting such Loan Party or any Domestic Subsidiary thereof, to time due in accordance with the terms and conditions of this Agreement preserve its entitlement to be paid that amount (such payment undertaking and the obligations and liabilities which are of the result thereof are Loan Parties described in this paragraph being referred to as the “Parallel DebtDebt A”). (iib) Each Notwithstanding any other provision of any Loan Document, with respect to the Obligations of the parties Dutch Borrower under the Loan Documents, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to each of the Secured Parties in respect of the Obligations of the Dutch Borrower under each of the Loan Documents and Secured Hedge Agreements as and when that amount falls due for payment under the relevant Loan Document or Secured Hedge Agreements or would have fallen due but for any discharge resulting from failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve its entitlement to be paid that amount (the obligations of the Loan Parties described in this Agreement acknowledges that (i) for this purpose, paragraph being referred to as the “Parallel Debt B” and Parallel Debt A and Parallel Debt B shall be referred to as the “Parallel Debts”). (c) The Administrative Agent shall have its own independent right to demand payment of any Parallel Debt payable by each Loan Party under this Section 9.14, irrespective of any discharge of the Borrower constitutes undertakingsobligation of such Loan Party to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate steps, obligations and liabilities in insolvency proceedings affecting such Loan Party or any Subsidiary thereof, to preserve their entitlement to be paid those amounts. (d) Any amount in respect of any of the Borrower Administrative Agents Parallel Debts due and payable by a Loan Party to the Administrative Agent which under this Section 9.14 shall be decreased to the extent that any of the other Secured Parties have received (and have not returned or repaid to the relevant Loan Party) payment in full of the corresponding amount under the other provisions of the Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements and any amount due and payable by such Loan Party 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 Parallel Debt under this Section 9.14 against such Loan Party. Each Secured Party hereby expressly and irrevocably authorizes the Collateral Agent to agree (for and on behalf of such Secured Party) to any provision on terms equivalent to the preceding sentence for the purpose of any parallel debt provision of any Loan Party in any other Loan Document, including (without limitation) any Guaranty, and agrees to be equally bound by such provision in such other Loan Document. (e) Subject to the foregoing provisions of this Section 9.14, the rights of the Secured Parties (other than the Administrative Agent) to receive payment of amounts payable by a Loan Party under the Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements are several and are separate and independent from, and without prejudice to, the Obligations which the Borrower owes to any Lender or Issuing Bank and (ii) that the Parallel Debt represents rights of the Administrative Agent’s own claim Agent to receive payment of such any of its Parallel Debt by the Borrower; provided that the total amount which may become due under the Parallel Debt of the Borrower against any Loan Party under this clause (k) shall never exceed the total amount which may become due under all the Obligations of the Borrower to all the Lenders and the Issuing BankSection 9.14. (Af) The total amount due For purposes of this Section, the Administrative Agent acts in its own name and not as agent, representative or trustee of any of the Secured Parties and neither its claims in respect of any Parallel Debt nor security in respect of these claims shall be held on trust. (g) All amounts received or recovered by the Borrower as the Parallel Debt under Administrative Agent in connection with this clause (k) shall be decreased Section 9.14, to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Lenders and the Issuing Bank or any of them to reduce the Borrower’s outstanding Obligations or any Lender or Issuing Bank otherwise receives any amount in irrevocable and unconditional payment of such Obligations (other than permitted by virtue of paragraph (B) hereafter); and (B) to the extent that the Borrower shall have irrevocably and unconditionally paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in irrevocable and unconditional payment of such Parallel Debtapplicable law, the total amount due under the Obligations shall be decreasedapplied in accordance with Section 8.03.