Common use of Parallel Debt Obligations Clause in Contracts

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders under the Loan Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law, German law or Belgian law (a) each Dutch Domiciled Obligor Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Dutch Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor Loan Party to the Foreign Lenders under the Loan Credit Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Dutch Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Dutch Security Trustee in its own name and any European Foreign Security Agreement governed by Dutch law or Belgian law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors Loan Parties and the European Dutch Security Trustee acknowledge that the European Dutch Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law or Belgian law created in favor of the European Dutch Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f12.2.13(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors Loan Parties of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Dutch Security Trustee; and (g) without limiting or affecting the European Dutch Security Trustee’s right to protect, preserve or enforce its rights under any European Foreign Security Agreements governed by Dutch law or Belgian law, the European Dutch Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of the Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor Loan Party may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Dutch Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders under the Loan Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of the Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law (a) each Dutch Domiciled Obligor Each Guarantor hereby irrevocably and unconditionally undertakes to pay to the Trustee amounts equal to the aggregate amount from time to time payable (that verschuldigd) to any Holder and any other Secured Party under or pursuant to the Obligations (such payment undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, to the Trustee hereinafter referred to as the “Parallel Debt Obligations”) to pay to the European Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders under the Loan Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); . (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the The Parallel Debt Obligations will become due and payable (opeisbaar) immediately upon the Trustee’s first demand, which may be made at any time, as and when one or more of the same time as Obligations becomes due and payable. (c) Each of the parties to this Supplemental Indenture hereby acknowledges that (A) the Parallel Debt Obligations constitute undertakings, obligations and liabilities of the Guarantors to the Trustee that are transferable and independent from, and without prejudice to, the corresponding Original Obligations and (B) the Parallel Debt Obligations represent the Trustee’s own separate claim to receive payment of the Parallel Debt Obligations from the Guarantors, it being understood that the amount that is or may become due and payable by the Guarantors under or pursuant to the Parallel Debt Obligations from time to time shall never exceed the aggregate amount that is payable under the Obligations from time to time. (d) For the avoidance of doubt, each of the parties to this Supplemental Indenture confirms that the claims of the Trustee against the Guarantors in respect of the Parallel Debt Obligations and the claims of any one or more of any Holder and any other Secured Party against the Guarantors under or pursuant to the Obligations payable to such Holder or any other Secured Party do not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the Dutch Civil Code (“DCC”) and that the provisions relating to such common property shall not apply. If, however, it would be held that such claims of the Trustee and such claims of any one or more of any Holder and any other Secured Party do constitute such common property and such provisions do apply, the parties to this Supplemental Indenture agree that this Supplemental Indenture shall constitute an administration agreement (beheersregeling) within the meaning of Section 3:168 DCC. (e) For the avoidance of doubt, the parties hereto confirm that this Supplemental Indenture is not to be construed as an agreement as referred to in Section 6:16 DCC and that Section 6:16 DCC shall not apply. (f) To the extent the Trustee irrevocably (onaantastbaar) receives any amount in payment of the Parallel Debt Obligations, the Trustee shall distribute such amount among the Secured Parties in accordance with Section 6.14 of the Indenture and upon unconditional irrevocable receipt of such amount, the Obligations shall be reduced by an amount equal to such amount in the manner as if such amount were received as a payment of the Obligations on the date of receipt by the Trustee of such amount. (g) The parties to this Supplemental Indenture acknowledge and confirm that the Parallel Debt Obligations have been solely created for the purpose of the creation of Dutch law security in favour of the Trustee to secure the Obligations of the Issuer, the Guarantors and each other Person that is a guarantor of the Notes.

Parallel Debt Obligations. In order Each Obligor hereby agrees and covenants with the Trustee by way of an abstract acknowledgement of debt that, notwithstanding anything to ensure the continuing validity contrary in this Indenture, the Junior Notes or the Guarantee of the security interests governed by Dutch law Junior Notes (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking but, for the avoidance of doubt, subject to the limitation set forth in clause [o] of the Guarantee of the Junior Notes with respect of any amountto the Guarantors, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to it shall pay to the European Security Trustee an amount sums equal to to, and in the same currency as all or currencies of, the amounts owed by such Obligor from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders Holders under this Indenture, the Loan Documents Junior Notes and the Guarantee of the Junior Notes (the obligations to "PRINCIPAL OBLIGATIONS"), as and when the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of themsame fall due for payment under this Indenture, the “Original Obligations”); (b) Junior Notes and the Parallel Debt Obligations shall be separate from and independent Guarantee of the Original Obligations, so that Junior Notes (the European Security "PARALLEL OBLIGATIONS"). The Trustee will shall have an its own independent right to demand performance and require payment to it of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall by the Obligors (such demand to be owed made in accordance with, and only in the circumstances permitted under, this Indenture, the Junior Notes and the Guarantee of the Junior Notes and only if permitted by the Security Trust and Intercreditor Deed). The rights of the Holders to receive payment of the Principal Obligations are several from the rights of the Trustee to receive the Parallel Obligations, provided that the payment by an Obligor of its Parallel Obligations to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law accordance with this Section 13.20 shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to Principal Obligations owed by it and the Foreign Lenders and payment by an Obligor of its Principal Obligations in accordance with the Dutch Domiciled Obligors provisions of any Original Obligations to this Indenture, the Foreign Lenders Junior Notes and the Guarantee of the Junior Notes shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it Obligations owed to the European Security Trustee; Trustee under this Section 13.20. In the event of a good discharge of any Principal Obligations the Trustee shall not be entitled to demand payment of the corresponding Parallel Obligations and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes such Parallel Obligations shall be discharged to the Foreign Lenders not same extent. Subject to exercise its rights Section 9.03 (Reinstatement), in respect the event of a good discharge of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined byObligations, the European Security Trustee. For Holders shall not be entitled to demand payment of the avoidance of doubt, the Parallel Debt corresponding Principal Obligations will become due and payable (opeisbaar) at such Principal Obligations shall be discharged to the same time as the corresponding Original Obligationsextent.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law or Belgian law (a) each Dutch Domiciled Obligor Loan Party and each Belgian Domiciled Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor Loan Party to the Foreign Lenders under the Loan Credit Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law or Belgian law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors Loan Parties and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law or Belgian law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f12.2.13(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors Loan Parties of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law or Belgian law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of the Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor Loan Party may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.

Parallel Debt Obligations. In order Each Obligor hereby agrees and covenants with the Trustee by way of an abstract acknowledgement of debt that, notwithstanding anything to ensure the continuing validity contrary in this Indenture, the Senior Notes or the Guarantee of the security interests governed by Dutch law Senior Notes (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking but, for the avoidance of doubt, subject to the limitations set forth in clause [o] of the Guarantee of the Senior Notes with respect of any amountto the Guarantors), a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to it shall pay to the European Security Trustee an amount sums equal to to, and in the same currency as all or currencies of, the amounts owed by such Obligor from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders Holders under this Indenture, the Loan Documents Senior Notes and the Guarantee of the Senior Notes (the obligations to "PRINCIPAL OBLIGATIONS"), as and when the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of themsame fall due for payment under this Indenture, the “Original Obligations”); (b) Senior Notes and the Parallel Debt Obligations shall be separate from and independent Guarantee of the Original Obligations, so that Senior Notes (the European Security "PARALLEL OBLIGATIONS"). The Trustee will shall have an its own independent right to demand performance and require payment to it of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall by the Obligors (such demand to be owed made in accordance with, and only in the circumstances permitted under, this Indenture, the Senior Notes and the Guarantee of the Senior Notes and only if permitted by the Security Trust and Intercreditor Deed). The rights of the Holders to receive payment of the Principal Obligations are several from the rights of the Trustee to receive the Parallel Obligations, provided that the payment by an Obligor of its Parallel Obligations to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law accordance with this Section 13.20 shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to Principal Obligations owed by it and the Foreign Lenders and payment by an Obligor of its Principal Obligations in accordance with the Dutch Domiciled Obligors provisions of any Original Obligations to this Indenture, the Foreign Lenders Senior Notes and the Guarantee of the Senior Notes shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it Obligations owed to the European Security Trustee; Trustee under this Section 13.20. In the event of a good discharge of any Principal Obligations the Trustee shall not be entitled to demand payment of the corresponding Parallel Obligations and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes such Parallel Obligations shall be discharged to the Foreign Lenders not same extent. Subject to exercise its rights Section 9.03 (Reinstatement), in respect the event of a good discharge of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined byObligations, the European Security Trustee. For Holders shall not be entitled to demand payment of the avoidance of doubt, the Parallel Debt corresponding Principal Obligations will become due and payable (opeisbaar) at such Principal Obligations shall be discharged to the same time as the corresponding Original Obligationsextent.

Parallel Debt Obligations. In order Each Obligor hereby agrees and covenants with the Trustee by way of an abstract acknowledgement of debt that, notwithstanding anything to ensure the continuing validity contrary in this Indenture, the Senior Notes or the Guarantee of the security interests governed by Dutch law Senior Notes (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking but, for the avoidance of doubt, subject to the limitations set forth in clause 2.2 of the Guarantee of the Senior Notes with respect of any amountto the Guarantors), a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to it shall pay to the European Security Trustee an amount sums equal to to, and in the same currency as all or currencies of, the amounts owed by such Obligor from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders Holders under this Indenture, the Loan Documents Senior Notes and the Guarantee of the Senior Notes (the obligations to "PRINCIPAL OBLIGATIONS"), as and when the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of themsame fall due for payment under this Indenture, the “Original Obligations”); (b) Senior Notes and the Parallel Debt Obligations shall be separate from and independent Guarantee of the Original Obligations, so that Senior Notes (the European Security "PARALLEL OBLIGATIONS"). The Trustee will shall have an its own independent right to demand performance and require payment to it of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall by the Obligors (such demand to be owed made in accordance with, and only in the circumstances permitted under, this Indenture, the Senior Notes and the Guarantee of the Senior Notes and only if permitted by the Security Trust and Intercreditor Deed). The rights of the Holders to receive payment of the Principal Obligations are several from the rights of the Trustee to receive the Parallel Obligations, provided that the payment by an Obligor of its Parallel Obligations to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law accordance with this Section 13.20 shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to Principal Obligations owed by it and the Foreign Lenders and payment by an Obligor of its Principal Obligations in accordance with the Dutch Domiciled Obligors provisions of any Original Obligations to this Indenture, the Foreign Lenders Senior Notes and the Guarantee of the Senior Notes shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it Obligations owed to the European Security Trustee; Trustee under this Section 13.20. In the event of a good discharge of any Principal Obligations the Trustee shall not be entitled to demand payment of the corresponding Parallel Obligations and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes such Parallel Obligations shall be discharged to the Foreign Lenders not same extent. Subject to exercise its rights Section 9.03 (Reinstatement), in respect the event of a good discharge of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined byObligations, the European Security Trustee. For Holders shall not be entitled to demand payment of the avoidance of doubt, the Parallel Debt corresponding Principal Obligations will become due and payable (opeisbaar) at such Principal Obligations shall be discharged to the same time as the corresponding Original Obligationsextent.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch or Belgian law (a) each Dutch Domiciled Obligor Loan Party and each Belgian Domiciled Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor Loan Party to the Foreign Lenders under the Loan Credit Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch or Belgian law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors Loan Parties and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch or Belgian law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f12.2.13(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors Loan Parties of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch or Belgian law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of the Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor Loan Party may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law, German law, Swiss law or Belgian law (a) each Dutch Domiciled Obligor Foreign Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee Foreign Administrative Agent an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor Foreign Loan Party to the Foreign Lenders under the Loan Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee Foreign Administrative Agent will have an independent right to demand performance of any Parallel Debt ObligationObligation and any security right granted to the Foreign Administrative Agent to secure the Parallel Debt Obligations is granted to the Foreign Administrative Agent in its capacity of sole creditor of the Parallel Debt Obligations; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee Foreign Administrative Agent in its own name and any European Foreign Security Agreement Document governed by Dutch law, German law, Swiss law or Belgian law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors Foreign Loan Parties and the European Security Trustee Foreign Administrative Agent acknowledge that the European Security Trustee Foreign Administrative Agent acts in its own name and on behalf of itself but for the benefit of the Foreign Secured Parties and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law, German law, Swiss law or Belgian law created in favor of the European Security Trustee Foreign Administrative Agent will not be held on trusttrust and do not constitute common property (gemeenschap) within the meaning of article 3:166 DCC and that the provisions relating to such common property shall not apply. If, however, it would be held that such claims of the Foreign Administrative Agent and such claims of any one or more of the Foreign Secured Parties do constitute such common property and such provisions do apply, the parties hereto agree that this Agreement shall constitute an administration agreement (beheersregeling) within the meaning of article 3:168 DCC. For the avoidance of doubt, the parties hereto agree that this Agreement is not to be construed as an agreement as referred to in article 6:16 DCC; (e) other than as set out in Section 12.2.16(f)clause (f) below, the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); and (f) payment by the Dutch Domiciled Obligors Foreign Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors Foreign Loan Parties of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of Administrative Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.. 146 Chemtura (Revolving Facility) Credit Agreement

Parallel Debt Obligations. (a) In order to ensure the continuing validity of the security interests governed by Dutch German law (ai) each Dutch Domiciled Obligor Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee Agent an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor Loan Party to the Foreign Lenders under the Loan Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); (bii) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee Agent will have an independent right to demand performance of any Parallel Debt Obligation; (ciii) the Parallel Debt Obligations shall be owed to the European Security Trustee Agent in its own name and any European German Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (div) the Foreign Lenders, the Dutch Domiciled Obligors Loan Parties and the European Security Trustee Agent acknowledge that the European Security Trustee Agent acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch German law created in favor favour of the European Security Trustee Agent will not be held on trust; (ev) other than as set out in Section 12.2.16(f9.03(a)(vi), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (fvi) payment by the Dutch Domiciled Obligors Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors Loan Parties of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security TrusteeAgent; and (gvii) without limiting or affecting the European Security TrusteeAgent’s right to protect, preserve or enforce its rights under any European German Security Agreements governed by Dutch lawAgreements, the European Security Trustee Agent undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of Agent. the Lenders. (b) Notwithstanding clause (f) aboveSection 9.03(a)(vii), no Dutch Domiciled Obligor Loan Party may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. Agent. (c) For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law (a) each Dutch Domiciled Obligor Opco hereby irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee an amount Agent amounts equal to and in the same currency as all any amounts owing from time to time due and payable by that Dutch Domiciled Obligor Opco to the Foreign Lenders Opco Security SPV under the Loan Documents Opco Counter Indemnity Agreements as and when those amounts are due. (b) Each Party acknowledges that the obligations of Opco under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of Opco to the Foreign Lenders Opco Security SPV under the Opco Counter Indemnity Agreements (its “Corresponding Debt”) nor shall the amounts for which Opco is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in respect of any amount and a certain currency, an “Original Obligation” and way by its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations”); Corresponding Debt provided that: (bi) the Parallel Debt Obligations of Opco shall be separate from and independent decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged; and (ii) the Corresponding Debt of Opco shall be decreased to the extent that its Parallel Debt has been irrevocably paid or discharged; and (iii) the amount of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; of Opco shall at all times be equal to the amount of its Corresponding Debt. (c) For the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenderspurposes of this clause 9.3, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee Agent acts in its own name and not as an agent or representative a trustee and its claims in respect of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will Parallel Debt shall not be held on trust; . Any Transaction Security granted under the Opco Security Documents to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust. (d) All moneys received and recovered by the Security Agent pursuant to this clause 9.3, and all amounts received or recovered by the Security Agent from or by the enforcement of any Security granted to secure the Parallel Debt, shall be applied in accordance with clause 12.1 (Application: Opco Security Documents) and the Security Agent undertakes to make such payments in favour of the relevant Creditors referred to therein out of such amounts received or recovered by it. (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without Without limiting or affecting the European Security TrusteeAgent’s right to protect, preserve rights against Opco (whether under this clause 9.3 or enforce its rights under any European other provision of the Finance Documents), Opco acknowledges that: SCB66 Global Intercreditor Agreement Execution Version (12062009).doc 60 (i) nothing in this clause 9.3 shall impose any obligation on the Security Agreements governed by Dutch lawAgent to advance any sum to Opco under the Finance Documents, except in its capacity as a Senior Lender; and (ii) for the purpose of any vote taken under any Finance Document, the European Security Trustee undertakes to the Foreign Lenders Agent shall not to exercise its rights in respect of be regarded as having any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation participation or commitment other than at the instruction of, and those which it has in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time its capacity as the corresponding Original Obligationsa Senior Lender or Plateau Hedge Counterparty.

Parallel Debt Obligations. In order Each Obligor hereby agrees and covenants with the Trustee by way of an abstract acknowledgement of debt that, notwithstanding anything to ensure the continuing validity contrary in this Indenture, the Junior Notes or the Guarantee of the security interests governed by Dutch law Junior Notes (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking but, for the avoidance of doubt, subject to the limitations set forth in clause 2.2 of the Guarantee of the Junior Notes with respect of any amountto the Guarantors), a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to it shall pay to the European Security Trustee an amount sums equal to to, and in the same currency as all or currencies of, the amounts owed by such Obligor from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders Holders under this Indenture, the Loan Documents Junior Notes and the Guarantee of the Junior Notes (the obligations to "PRINCIPAL OBLIGATIONS"), as and when the Foreign Lenders in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders in respect of all of themsame fall due for payment under this Indenture, the “Original Obligations”); (b) Junior Notes and the Parallel Debt Obligations shall be separate from and independent Guarantee of the Original Obligations, so that Junior Notes (the European Security "PARALLEL OBLIGATIONS"). The Trustee will shall have an its own independent right to demand performance and require payment to it of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall by the Obligors (such demand to be owed made in accordance with, and only in the circumstances permitted under, this Indenture, the Junior Notes and the Guarantee of the Junior Notes and only if permitted by the Security Trust and Intercreditor Deed). The rights of the Holders to receive payment of the Principal Obligations are several from the rights of the Trustee to receive the Parallel Obligations, provided that the payment by an Obligor of its Parallel Obligations to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law accordance with this Section 13.20 shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to Principal Obligations owed by it and the Foreign Lenders and payment by an Obligor of its Principal Obligations in accordance with the Dutch Domiciled Obligors provisions of any Original Obligations to this Indenture, the Foreign Lenders Junior Notes and the Guarantee of the Junior Notes shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it Obligations owed to the European Security Trustee; Trustee under this Section 13.20. In the event of a good discharge of any Principal Obligations the Trustee shall not be entitled to demand payment of the corresponding Parallel Obligations and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes such Parallel Obligations shall be discharged to the Foreign Lenders not same extent. Subject to exercise its rights Section 9.03 (Reinstatement), in respect the event of a good discharge of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined byObligations, the European Security Trustee. For Holders shall not be entitled to demand payment of the avoidance of doubt, the Parallel Debt corresponding Principal Obligations will become due and payable (opeisbaar) at such Principal Obligations shall be discharged to the same time as the corresponding Original Obligationsextent.

Parallel Debt Obligations. In order to ensure the continuing validity of the security interests governed by Dutch law (a) each Dutch Domiciled Obligor Loan Party irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “Parallel Debt Obligation” and in respect of all of them, the “Parallel Debt Obligations”) to pay to the European Security Trustee Agent an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor Loan Party to the Foreign Lenders Secured Parties under the Loan Credit Documents (the obligations to the Foreign Lenders Secured Parties in respect of any amount and a certain currency, an “Original Obligation” and its obligations to the Foreign Lenders Secured Parties in respect of all of them, the “Original Obligations”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee Agent will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee Agent in its own name and any European Foreign Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign LendersSecured Parties, the Dutch Domiciled Obligors Loan Parties and the European Security Trustee Agent acknowledge that the European Security Trustee Agent acts in its own name and not as an agent or representative of the Foreign Lenders Secured Parties and the security interests governed by Dutch law created in favor of the European Security Trustee Agent will not be held on trust; (e) other than as set out in Section 12.2.16(f12.17(f), the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders Secured Parties shall have an independent right to demand performance (to the extent permitted by this Agreement); and (f) payment by the Dutch Domiciled Obligors Loan Parties of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders Secured Parties and payment by the Dutch Domiciled Obligors Loan Parties of any Original Obligations to the Foreign Lenders Secured Parties shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor Loan Party may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security TrusteeAgent. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable (opeisbaar) at the same time as the corresponding Original Obligations.