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 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.

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 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 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 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 165 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 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. (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. 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 ObligationsLenders.

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 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, 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. 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.