Common use of Creation of Parallel Debt Clause in Contracts

Creation of Parallel Debt. (a) For the purposes of (i) creating Liens on the Collateral in, or subject to the laws of the Netherlands, France, Switzerland, Norway (together, the “Agreed Jurisdictions”) and (ii) ensuring the initial and continued validity of such Liens, the Collateral Agent, the Company and the Guarantors agree that notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement or the Pari Passu Intercreditor Agreement: (i) the Company and each Guarantor shall pay to the Collateral Agent, as creditor in its own right and not as representative of the Trustee or the Holders, sums equal to, and in the currency of, its Principal Obligations (as defined below) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement or the Pari Passu Intercreditor Agreement (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii) the rights of the Trustee and the Holders, as applicable, to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, the rights of the Collateral Agent to receive payment in respect of the Parallel Obligations; (iii) the Collateral Agent shall have its own independent right, in its own name and stead, to demand payment of the Parallel Obligations by the Company and each of the Guarantors upon the occurrence and during the continuation of an unremedied and unwaived Event of Default; (iv) the payment by the Company or any Guarantor of its Parallel Obligations to the Collateral Agent in accordance with this Section 11.02 (whether through direct payment by the Company or any Guarantor or any Lien held by the Collateral Agent securing the Parallel Obligations) shall be a good discharge in the corresponding amount of the corresponding Principal Obligations and, similarly, the payment by the Company or any Guarantor of the Principal Obligations shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Agent under this Section 11.02, in each case provided that the receiving party is able to retain the relevant payment made by the Company or such Guarantor; and (v) without creating a duty to act, nothing in this Section 11.02 shall in any way limit the Collateral Agent’s right to act in the protection or preservation of, the rights under, or to enforce any, Security Document as contemplated by this Indenture or the relevant Security Document. Despite the foregoing, any such payment by the Company or any Guarantor shall be made to or to the order of the Trustee, unless the Trustee directs the Company or such Guarantor in writing to make such payment to the Collateral Agent. Without limiting or affecting the Collateral Agent’s rights against the Company and the Guarantors (whether under this Section 11.02 or under any other provision of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents. the Intercreditor Agreement or the Pari Passu Intercreditor Agreement and subject to the following paragraph), the Collateral Agent agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the Trustee. Nothing in this Section 11.02 shall in any way negate or affect the obligations which each of the Company and the Guarantors have to the Trustee, the Agents, the Collateral Agent, the International Security Agent and the Holders under this Indenture. For the purpose of this Section 11.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement to the Collateral Agent to secure the Parallel Obligations is granted to the Collateral Agent in its capacity as creditor in respect of the Parallel Obligations. (b) For the purposes of this Section 11.02, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company or any Guarantor, any sums owing by it to the Trustee, the Agents, the Collateral Agent, the International Security Agent or any Holder under this Indenture, the Notes and the Subsidiary Guarantees.

Creation of Parallel Debt. (a) For the purposes of (i) creating Liens on the Collateral in, or subject to the laws of the Netherlands, France, Switzerland, Norway (together, the “Agreed Jurisdictions”) and (ii) ensuring the initial and continued validity of such Liens, the Collateral Agent, the Company and the Guarantors agree that notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents, the Intercreditor Agreement or the Pari Passu Intercreditor Agreement: (i) the Company and each Guarantor shall pay to the Collateral Agent, as creditor in its own right and not as representative of the Trustee or the Holders, sums equal to, and in the currency of, its Principal Obligations (as defined below) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents, the Intercreditor Agreement or the Pari Passu Intercreditor Agreement (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii) the rights of the Trustee and the Holders, as applicable, to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, the rights of the Collateral Agent to receive payment in respect of the Parallel Obligations; (iii) the Collateral Agent shall have its own independent right, in its own name and stead, to demand payment of the Parallel Obligations by the Company and each of the Guarantors upon the occurrence and during the continuation of an unremedied and unwaived Event of Default; (iv) the payment by the Company or any Guarantor of its Parallel Obligations to the Collateral Agent in accordance with this Section 11.02 (whether through direct payment by the Company or any Guarantor or any Lien held by the Collateral Agent securing the Parallel Obligations) shall be a good discharge in the corresponding amount of the corresponding Principal Obligations and, similarly, the payment by the Company or any Guarantor of the Principal Obligations shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Agent under this Section 11.02, in each case provided that the receiving party is able to retain the relevant payment made by the Company or such Guarantor; and (v) without creating a duty to act, nothing in this Section 11.02 shall in any way limit the Collateral Agent’s right to act in the protection or preservation of, the rights under, or to enforce any, Security Document as contemplated by this Indenture or the relevant Security Document. Despite the foregoing, any such payment by the Company or any Guarantor shall be made to or to the order of the Trustee, unless the Trustee directs the Company or such Guarantor in writing to make such payment to the Collateral Agent. Without limiting or affecting the Collateral Agent’s rights against the Company and the Guarantors (whether under this Section 11.02 or under any other provision of this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents. , the Intercreditor Agreement or the Pari Passu Intercreditor Agreement and subject to the following paragraph), the Collateral Agent agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the Trustee. Nothing in this Section 11.02 shall in any way negate or affect the obligations which each of the Company and the Guarantors have to the Trustee, the Agents, the Collateral Agent, the International Security Agent and the Holders under this Indenture. For the purpose of this Section 11.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents, the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement to the Collateral Agent to secure the Parallel Obligations is granted to the Collateral Agent in its capacity as creditor in respect of the Parallel Obligations. (b) For the purposes of this Section 11.02, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company or any Guarantor, any sums owing by it to the Trustee, the Agents, the Collateral Agent, the International Security Agent or any Holder under this Indenture, the Notes and the Subsidiary Note Guarantees.

Creation of Parallel Debt. (a) Each Holder, by accepting a Note, acknowledges, agrees and confirms that the Note Security Agent and any other agent under the Note Security Documents shall have the right to enforce the Parallel Obligations (as defined in Section 11.13(b)(i)) as third-party beneficiaries to this Indenture. (b) For the purposes of (i) creating Liens on the Collateral taking security in, or subject to the laws of of, Poland and The Netherlands (and such other jurisdictions as the Netherlands, France, Switzerland, Norway Note Security Agent and the Company (each acting reasonably) agree) (together, the “Agreed Jurisdictions”) and (ii) ensuring the initial and continued validity of such Lienssuch, the Collateral Note Security Agent, the Company and the Guarantors agree that that, notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Guarantees, Guarantees or the Note Security Documents, the Intercreditor Agreement or the Pari Passu Intercreditor Agreement: (i1) the Company and each Guarantor shall pay to the Collateral Agent, as creditor in its own right and not as representative of the Trustee or the Holders, Note Security Agent sums equal to, and in the currency of, its Principal Obligations (as defined belowin Section 11.13(e)) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement Guarantees or the Pari Passu Intercreditor Agreement Note Security Documents (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii2) the rights of the Trustee and the Holders, as applicable, Holders to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, from the rights of the Collateral Note Security Agent to receive payment in respect of the Parallel Obligations; (iii3) the Collateral Note Security Agent shall have its own independent right, in its own name and stead, right to demand payment of the Parallel Obligations by the Company and each of the Guarantors upon the occurrence and during the continuation of an unremedied and unwaived Event of DefaultGuarantors; (iv4) the payment by the Company or any Guarantor of its Parallel Obligations to the Collateral Note Security Agent in accordance with this Section 11.02 (whether through direct payment by the Company or any Guarantor or any Lien held by the Collateral Agent securing the Parallel Obligations) 11.13 shall be a good discharge in the corresponding amount of the corresponding Principal Obligations andowed by it to the Holders, similarlyas applicable, under this Indenture, the Notes, the Guarantees or the Note Security Documents and the payment by the Company or any Guarantor of the Principal Obligations owed by it to the Holders, as applicable, under this Indenture, the Notes, the Guarantees or the Note Security Documents, as applicable, shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Note Security Agent under this Section 11.02, in each case provided that the receiving party is able to retain the relevant payment made by the Company or such Guarantor11.13; and (v5) without creating a duty to act, nothing in this Section 11.02 Indenture, the Notes, the Guarantees or the Note Security Documents shall in any way limit the Collateral Note Security Agent’s right to act in the protection or preservation of, the rights under, or to enforce any, Note Security Document as contemplated by this Indenture or the relevant Note Security Document. Despite the foregoing, any such payment by the Company or any Guarantor shall be made to or to the order of the Trustee, unless the Trustee directs the Company or such Guarantor in writing to make such payment to the Collateral Agent. . (c) Without limiting or affecting the Collateral Note Security Agent’s rights against the Company and the Guarantors (whether under this Section 11.02 11.13 or under any other provision of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents. the Intercreditor Agreement Guarantees or the Pari Passu Intercreditor Agreement Note Security Documents and subject to the following paragraph), the Collateral Note Security Agent agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the Trustee. Trustee or such Holder, as applicable. (d) Nothing in this Section 11.02 11.13 shall in any way negate or affect the obligations which each of the Company and the Guarantors have has to the Trustee, the Agents, the Collateral Agent, the International Security Agent Trustee and the Holders under this Indenture, the Notes, the Guarantees or the Note Security Documents. For the purpose of this Section 11.02, 11.13 the Collateral Note Security Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, trustee and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Guarantees, the Note Security Documents, the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement Documents to the Collateral Note Security Agent to secure the Parallel Obligations is granted to the Collateral Note Security Agent in its capacity as creditor in respect of the Parallel Obligations. (be) For the purposes of this Section 11.0211.13, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company or any Guarantor, any sums owing by it to the Trustee, Holders (other than the Agents, the Collateral Agent, the International Note Security Agent or under Section 12.18(b)(1)) under any Holder under of this Indenture, the Notes and Notes, the Subsidiary GuaranteesGuarantees or the Note Security Documents.

Creation of Parallel Debt. (a) For the purposes of (ia) creating Liens on the Collateral in, or subject to the laws of, The Netherlands and Switzerland (and such other jurisdictions as the Trustee (on the instructions of the Netherlands, France, Switzerland, Norway Holders) and the Company (each acting reasonably) agree) (together, the “Agreed Jurisdictions”) and (iib) ensuring the initial and continued validity of such Liens, the Collateral Agent, the Company and the Guarantors Guarantors, other than any Swedish Guarantor (each, a “Non-Swedish Obligor”), agree that notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement Collateral Documents or the Pari Passu Intercreditor Agreement: (i1) the Company and each Guarantor Non-Swedish Obligor shall pay to the Collateral Agent, as creditor in its own right and not as representative of the Trustee or the Holders, sums equal to, and in the currency of, its Principal Obligations (as defined belowin Section 12.02(b)) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement Collateral Documents or the Pari Passu Intercreditor Agreement (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii2) the rights of the Trustee and the Holders, as applicable, to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, the rights of the Collateral Agent to receive payment in respect of the Parallel Obligations; (iii3) the Collateral Agent shall have its own independent right, in its own name and stead, to demand payment of the Parallel Obligations by the Company and each of the Guarantors Non-Swedish Obligor upon the occurrence and during the continuation continuance of an unremedied and unwaived Event of Default; (iv4) the payment by the Company or any Guarantor Non-Swedish Obligor of its Parallel Obligations to the Collateral Agent in accordance with this Section 11.02 12.02 (whether through direct payment by the Company or any Guarantor such Non-Swedish Obligor or any Lien held by the Collateral Agent securing the Parallel Obligations) shall be a good discharge in the corresponding amount of the corresponding Principal Obligations and, similarly, the payment by the Company or any Guarantor of the Principal Obligations shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Agent under this Section 11.0212.02, in each case provided that the receiving party is able to retain the relevant payment made by so made; (5) the increase of the Principal Obligations of the Company or such Guarantorany Guarantor shall result in the increase of a corresponding amount of the corresponding Parallel Obligations to the Collateral Agent under this Section 12.02; (6) a Non-Swedish Obligor’s Parallel Obligation is independent from, and without prejudice to, its Principal Obligations, and shall be deemed to constitute a single obligation of that Non-Swedish Obligor to the Collateral Agent (even though that Non-Swedish Obligor may owe more than one Principal Obligation to the Trustee or any Holder under this Indenture) and an independent and separate claim of the Collateral Agent to receive payment of that Parallel Obligation (in its capacity as the independent and separate creditor under that Parallel Obligation and not as co-creditor in respect of the Principal Obligations); and (v7) without creating a duty to act, nothing in this Section 11.02 12.02 shall in any way limit the Collateral Agent’s right to act in the protection or preservation of, the rights under, or to enforce any, Security Collateral Document as contemplated by this Indenture or the relevant Security Collateral Document. Despite the foregoing, any such payment on the Parallel Obligations by the Company or any Guarantor a Non-Swedish Obligor shall be made to or to the order of the Trustee, unless the Trustee directs the Company or such Guarantor Non-Swedish Obligor in writing to make such payment to the Collateral Agent. Without limiting or affecting the Collateral Agent’s rights against the Company and the Guarantors (whether under this Section 11.02 12.02 or under any other provision of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents. the Intercreditor Agreement Collateral Documents or the Pari Passu Intercreditor Agreement and subject to the following paragraph), the Collateral Agent agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the TrusteeTrustee or such Holder, as applicable. Nothing in this Section 11.02 12.02 shall in any way negate or affect the obligations which each of the Company and the Guarantors have has to the Trustee, the Agents, the Collateral Agent, the International Security Agent Trustee and the Holders under this Indenture. For the purpose of this Section 11.0212.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, trustee and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Guarantees, Collateral Documents and the Security Documents, the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement to the Collateral Agent to secure the Parallel Obligations is granted to the Collateral Agent in its capacity as creditor in respect of the Parallel ObligationsObligations (or to do any act reasonably incidental to any of the foregoing). (b) For the purposes of this Section 11.0212.02, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company or any Guarantoreach Non-Swedish Obligor, any sums owing by it or the Company to the Trustee, the Agents, the Collateral Agent, the International Security Agent Trustee or any Holder under or in connection with this Indenture, the Notes and or the Subsidiary GuaranteesCollateral Documents.

Creation of Parallel Debt. (a) For the purposes of (ia) creating Liens on the Collateral in, or subject to the laws of, Germany, The Netherlands, Belgium and France (and such other jurisdictions as the Trustee (on the instructions of the Netherlands, France, Switzerland, Norway Holders) and the Issuer (each acting reasonably) agree) (together, the “Agreed Jurisdictions”) and (iib) ensuring the initial and continued validity of such Liens, the Collateral AgentSecurity Trustee, the Company Issuer and the Guarantors agree that notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement Documents or the Pari Passu Intercreditor Agreement: (i1) the Company Issuer and each Guarantor shall pay to the Collateral AgentSecurity Trustee, as creditor in its own right and not as representative of the Trustee or the Holders, sums equal to, and in the currency of, its Principal Obligations (as defined below) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement Documents or the Pari Passu Intercreditor Agreement (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii2) the rights of the Trustee and the Holders, as applicable, to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, the rights of the Collateral Agent Security Trustee to receive payment in respect of the Parallel Obligations; (iii3) the Collateral Agent Security Trustee shall have its own independent right, in its own name and stead, to demand payment of the Parallel Obligations by the Company Issuer and each of the Guarantors upon the occurrence and during the continuation continuance of an unremedied and unwaived Event of Default; (iv4) the payment by the Company Issuer or any Guarantor of its Parallel Obligations to the Collateral Agent Security Trustee in accordance with this Section 11.02 12.01 (whether through direct payment by the Company Issuer or any Guarantor or any Lien held by the Collateral Agent Security Trustee securing the Parallel Obligations) shall be a good discharge in the corresponding amount of the corresponding Principal Obligations and, similarly, the payment by the Company Issuer or any Guarantor of the Principal Obligations shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Agent Security Trustee under this Section 11.0212.01, in each case provided that the receiving party is able to retain the relevant payment made by the Company Issuer or such Guarantor; and (v5) without creating a duty to act, nothing in this Section 11.02 12.01 shall in any way limit the Collateral AgentSecurity Trustee’s right to act in the protection or preservation of, the rights under, or to enforce any, Security Document as contemplated by this Indenture or the relevant Security Document. Despite the foregoing, any such payment by the Company Issuer or any Guarantor shall be made to or to the order of the Trustee, unless the Trustee directs the Company Issuer or such Guarantor in writing to make such payment to the Collateral AgentSecurity Trustee. Without limiting or affecting the Collateral AgentSecurity Trustee’s rights against the Company Issuer and the Guarantors (whether under this Section 11.02 12.01 or under any other provision of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents. the Intercreditor Agreement Documents or the Pari Passu Intercreditor Agreement and subject to the following paragraph), the Collateral Agent Security Trustee agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the TrusteeTrustee or such Holder, as applicable. Nothing in this Section 11.02 12.01 shall in any way negate or affect the obligations which each of the Company Issuer and the Guarantors have has to the Trustee, the Agents, the Collateral Agent, the International Security Agent Trustee and the Holders under this Indenture. For the purpose of this Section 11.0212.01, the Collateral Agent Security Trustee acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, trustee and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, Documents and the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement to the Collateral Agent Security Trustee to secure the Parallel Obligations is granted to the Collateral Agent Security Trustee in its capacity as creditor in respect of the Parallel ObligationsObligations (or to do any act reasonably incidental to any of the foregoing). (b) For the purposes of this Section 11.0212.01, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company Issuer or any Guarantor, any sums owing by it to the Trustee, the Agents, the Collateral Agent, the International Security Agent Trustee or any Holder under this Indenture, the Notes and the Subsidiary Guarantees.

Creation of Parallel Debt. (a) For the purposes of (i) creating Liens on the Collateral in, or subject to the laws of the Netherlands, France, Switzerland, Norway (together, the “Agreed Jurisdictions”) and (ii) ensuring the initial and continued validity of such Liens, the Collateral Agent, the Company and the Guarantors agree that notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents, the Intercreditor Agreement or the any Pari Passu Intercreditor Agreement: (i) the Company and each Guarantor shall pay to the Collateral Agent, as creditor in its own right and not as representative of the Trustee or the Holders, sums equal to, and in the currency of, its Principal Obligations (as defined below) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents, the Intercreditor Agreement or the any Pari Passu Intercreditor Agreement (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii) the rights of the Trustee and the Holders, as applicable, to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, the rights of the Collateral Agent to receive payment in respect of the Parallel Obligations; (iii) the Collateral Agent shall have its own independent right, in its own name and stead, to demand payment of the Parallel Obligations by the Company and each of the Guarantors upon the occurrence and during the continuation of an unremedied and unwaived Event of Default; (iv) the payment by the Company or any Guarantor of its Parallel Obligations to the Collateral Agent in accordance with this Section 11.02 (whether through direct payment by the Company or any Guarantor or any Lien held by the Collateral Agent securing the Parallel Obligations) shall be a good discharge in the corresponding amount of the corresponding Principal Obligations and, similarly, the payment by the Company or any Guarantor of the Principal Obligations shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Agent under this Section 11.02, in each case provided that the receiving party is able to retain the relevant payment made by the Company or such Guarantor; and (v) without creating a duty to act, nothing in this Section 11.02 shall in any way limit the Collateral Agent’s right to act in the protection or preservation of, the rights under, or to enforce any, Security Document as contemplated by this Indenture or the relevant Security Document. Despite the foregoing, any such payment by the Company or any Guarantor shall be made to or to the order of the Trustee, unless the Trustee directs the Company or such Guarantor in writing to make such payment to the Collateral Agent. Without limiting or affecting the Collateral Agent’s rights against the Company and the Guarantors (whether under this Section 11.02 or under any other provision of this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents. , the Intercreditor Agreement or the any Pari Passu Intercreditor Agreement and subject to the following paragraph), the Collateral Agent agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the Trustee. Nothing in this Section 11.02 shall in any way negate or affect the obligations which each of the Company and the Guarantors have to the Trustee, the Agents, the Collateral Agent, the International Security Agent and the Holders under this Indenture. For the purpose of this Section 11.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents, the Intercreditor Agreement, the any Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement to the Collateral Agent to secure the Parallel Obligations is granted to the Collateral Agent in its capacity as creditor in respect of the Parallel Obligations. (b) For the purposes of this Section 11.02, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company or any Guarantor, any sums owing by it to the Trustee, the Agents, the Collateral Agent, the International Security Agent or any Holder under this Indenture, the Notes and the Subsidiary Note Guarantees.

Creation of Parallel Debt. (a) For the purposes of (i) creating Liens on the Collateral in, or subject to the laws of the Netherlands, France, Switzerland, Norway (together, the “Agreed Jurisdictions”) and (ii) ensuring the initial and continued validity of such Liens, the Collateral Agent, the Company and the Guarantors agree that notwithstanding anything to the contrary contained in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement or the any Pari Passu Intercreditor Agreement: (i) the Company and each Guarantor shall pay to the Collateral Agent, as creditor in its own right and not as representative of the Trustee or the Holders, sums equal to, and in the currency of, its Principal Obligations (as defined below) as and when the same fall due for payment under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement or the any Pari Passu Intercreditor Agreement (the “Parallel Obligations”); provided that the total amount of the Parallel Obligations shall never exceed the total amount of the Principal Obligations; (ii) the rights of the Trustee and the Holders, as applicable, to receive payment of the Principal Obligations are several and are separate from, and without prejudice to, the rights of the Collateral Agent to receive payment in respect of the Parallel Obligations; (iii) the Collateral Agent shall have its own independent right, in its own name and stead, to demand payment of the Parallel Obligations by the Company and each of the Guarantors upon the occurrence and during the continuation of an unremedied and unwaived Event of Default; (iv) the payment by the Company or any Guarantor of its Parallel Obligations to the Collateral Agent in accordance with this Section 11.02 (whether through direct payment by the Company or any Guarantor or any Lien held by the Collateral Agent securing the Parallel Obligations) shall be a good discharge in the corresponding amount of the corresponding Principal Obligations and, similarly, the payment by the Company or any Guarantor of the Principal Obligations shall be a good discharge in the corresponding amount of the corresponding Parallel Obligations owed to the Collateral Agent under this Section 11.02, in each case provided that the receiving party is able to retain the relevant payment made by the Company or such Guarantor; and (v) without creating a duty to act, nothing in this Section 11.02 shall in any way limit the Collateral Agent’s right to act in the protection or preservation of, the rights under, or to enforce any, Security Document as contemplated by this Indenture or the relevant Security Document. Despite the foregoing, any such payment by the Company or any Guarantor shall be made to or to the order of the Trustee, unless the Trustee directs the Company or such Guarantor in writing to make such payment to the Collateral Agent. Without limiting or affecting the Collateral Agent’s rights against the Company and the Guarantors (whether under this Section 11.02 or under any other provision of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents. the Intercreditor Agreement or the any Pari Passu Intercreditor Agreement and subject to the following paragraph), the Collateral Agent agrees with the Trustee and each Holder (on a several basis) that it will not exercise its rights in respect of the Parallel Obligations except with the consent of the Trustee. Nothing in this Section 11.02 shall in any way negate or affect the obligations which each of the Company and the Guarantors have to the Trustee, the Agents, the Collateral Agent, the International Security Agent and the Holders under this Indenture. For the purpose of this Section 11.02, the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto or as trustee, and the security over the Collateral granted under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement to the Collateral Agent to secure the Parallel Obligations is granted to the Collateral Agent in its capacity as creditor in respect of the Parallel Obligations. (b) For the purposes of this Section 11.02, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Company or any Guarantor, any sums owing by it to the Trustee, the Agents, the Collateral Agent, the International Security Agent or any Holder under this Indenture, the Notes and the Subsidiary Guarantees.