Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) Each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to the amounts due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings of each Loan Party under this Section 10.16 are each to be referred to as a “Parallel Debt”. (b) Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the Parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party; (ii) each Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and (iii) it being understood, in each case, that the amounts which may be payable by each Loan Party as Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that time. (d) An amount paid by a Loan Party to the Agent in respect of a Parallel Debt will discharge the liability of the Loan Parties under the Corresponding Obligations in an equal amount. (e) For the purpose of this Section 10.16, the Collateral Agent acts in its own name and for the benefit of the Secured Parties, but not as representative of the Secured Parties. (f) For purposes of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Loan Party For the purpose of ensuring the validity and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts due aggregate amount payable by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings of each Loan Party undertaking the Borrower to the Administrative Agent under this Section 10.16 are each 10.19(a) is hereinafter to be referred to as a the “Parallel Debt”. (b) Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent one or more of the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch of the Netherlands Civil Code with respect to the payment of the Parallel Debts Debt without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: that (i) each the Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party; and (ii) each the Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and (iii) Borrower, it being understood, in each case, that (A) the amounts amount which may be become payable by each Loan Party the Borrower as the Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations at that timeplus the Secured Obligations ever exceed, or, for any purpose whatsoever, be deemed to exceed, the an amount equal to aggregate outstanding amount of the Secured Obligations. (d) An To the extent the Administrative Agent receives any amount paid by a Loan Party to the Agent in respect of a Parallel Debt will discharge the liability payment of the Loan Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties under that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each of the parties to this Agreement hereby agrees that upon receipt by the Administrative Agent of any amount in payment of the Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, pro rata in respect of each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal amountto the Received Amount in the manner as if the Deductible Amount were actually received by the Secured Parties, or the Administrative Agent on behalf of the Secured Parties in accordance with the terms of this Agreement, as a payment of the Corresponding Obligations owed by the Borrower on the date of receipt by such Secured Party of the Received Amount. (e) For the purpose of this Section 10.1610.19 but subject to clause (d) above, the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, representative of the Secured Parties. (f) For purposes or trustee of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07other Secured Party. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount due by that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertakings undertaking of each Loan Party of the Dutch Collateral Parties under this Section 10.16 are each 9.12 (Parallel Debt) is to be referred to as a its “Parallel Debt”. (b) Each The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the relevant its Corresponding Obligations and will become due and payable as and when and to the extent the relevant one (1) or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;pledgor; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Dutch Collateral Party; and (iii) , it being understood, in each case, that pursuant to this Section 9.12(c) the amounts amount which may be become payable by each Loan Party of the Dutch Collateral Parties as its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations at that timeObligations. (d) An amount paid by a Loan Party The Administrative Agent hereby confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in respect payment of a Parallel Debt, the Administrative Agent shall distribute that amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt will discharge the liability of the Loan Parties under (a “Received Amount”), the Corresponding Obligations shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal amountto the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.16, 9.12 the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, trustee or representative of the Secured Partiesany other Lender. (f) For purposes of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Loan Party 10.17.1. The Company hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts aggregate amount due (verschuldigd) in respect of (i) its Obligations (including its Obligations pursuant to Clause 16.1 of the Corresponding Credit Agreement) and (ii) all Rate Management Obligations and Banking Services Obligations owing by the Company to one or more Lenders or their respective Affiliates, in each case, as they may exist from time to time. The payment undertakings undertaking of each Loan Party the Company to the Agent under this Section 10.16 10.17.1. is hereinafter referred to as the “Parallel US Debt”. Each Dutch Borrower (together with the Company, each a “Parallel Debt Obligor”) hereby irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate amount due (verschuldigd) in respect of (i) its Obligations (including its Obligations pursuant to the relevant Guaranty) and (ii) all Rate Management Obligations and Banking Services Obligations owing by such Dutch Borrower to one or more Lenders or their respective Affiliates, in each case, as they may exist from time to time. The payment undertaking of each Dutch Borrower to the Agent under this Section 10.17.1 is hereinafter to be referred to as the “Parallel Foreign Debt”. The Parallel US Debt and each Parallel Foreign Debt are each hereinafter also to be referred to as a “Parallel Debt”. (b) 10.17.2. Each Parallel Debt will be payable in the currency or currencies of the relevant Corresponding corresponding Obligations, Rate Management Obligations and will or Banking Services Obligations, respectively. 10.17.3. Any obligation under the Parallel Debt of any Parallel Debt Obligor shall become due and payable (opeisbaar) as and when and to the extent one or more of the relevant Corresponding corresponding Obligations, Rate Management Obligations and Banking Services Obligations, respectively, become due and payable. An Event Each of the parties hereto agree that a Default in respect of the payment of Obligations, the Corresponding Rate Management Obligations or the Banking Services Obligations shall constitute a default (verzuim) within the meaning of section Article 3:248 Dutch Netherlands Civil Code with respect to the payment relevant Parallel Debt of the a Parallel Debts Debt Obligor as well without any notice being requiredrequired therefor. (c) 10.17.4. Each of the Parties to this Agreement hereby parties hereto acknowledges that: (ia) The Parallel Debt of each Parallel Debt Obligor constitutes an undertaking, obligation and liability of such Parallel Debt Obligor to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations, the Rate Management Obligations of or the relevant Loan Party;Banking Services Obligations; and (iib) The Parallel Debt of each Parallel Debt Obligor represents the Collateral Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of the such Parallel Debt from such Parallel Debt Obligor and shall not constitute the relevant Loan Party; and Agent and any holder of Obligations, the Rate Management Obligations or the Banking Services Obligations, as joint creditors (iiihoofdelijk schuldeisers) it of any Obligation, the Rate Management Obligations and the Banking Services Obligations. It being understood, in each case, understood that the amounts amount which may be become payable by each Loan Party as a Parallel Debt at any time Obligor as its Parallel Debt shall never exceed the total of the amounts which are payable by it under its Obligations, Swap Obligations and Banking Services Obligations. 10.17.5. The Agent and the Holders of Secured Obligations agree that, to the extent the Agent irrevocably (onaantastbaar) receives any amount in payment of any Parallel Debt, it shall distribute such amount among the Holders of Secured Obligations that are creditors of the corresponding Obligations, Rate Management Obligations or Banking Services Obligations in connection accordance with the Corresponding Obligations at that time. provisions of this Agreement. Upon irrevocable (donaantastbaar) An amount paid receipt by a Loan Party to the Agent of any amount in respect payment of the Parallel Debt of a Parallel Debt will discharge Obligor (the liability “Received Amount”), the corresponding Obligations, Rate Management Obligations or Banking Services Obligations of such Parallel Debt Obligor shall be reduced by amounts totaling an amount (the “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received as a payment of the Loan Parties under relevant Obligations, Rate Management Obligations or Banking Services Obligations on the Corresponding Obligations in an equal amountdate of receipt by the Agent of the Received Amount. (e) For the purpose of this Section 10.1610.17.6. The parties hereto acknowledge and agree that, the Collateral Agent acts in its own name and for the benefit of the Secured Parties, but not as representative of the Secured Parties. (f) For purposes of any a Dutch Security Documentpledge, any resignation by the Collateral Agent is not effective with respect to until its rights under the each Parallel Debts until all rights and obligations under the Debt of a Parallel Debts have been Debt Obligor is assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount due by that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertakings undertaking of each Loan Party of the Dutch Collateral Parties under this Section 10.16 are each 9.12 (Parallel Debt) is to be referred to as a its “Parallel Debt”. (b) Each The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the relevant its Corresponding Obligations and will become due and payable as and when and to the extent the relevant one (1) or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;pledgor; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Dutch Collateral Party; and (iii) , it being understood, in each case, that pursuant to this Section 9.12(c) the amounts amount which may be become payable by each Loan Party of the Dutch Collateral Parties as its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations at that timeObligations. (d) An amount paid by a Loan Party The Administrative Agent ▇▇▇▇▇▇ confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in respect payment of a Parallel Debt, the Administrative Agent shall distribute that amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt will discharge the liability of the Loan Parties under (a “Received Amount”), the Corresponding Obligations shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal amountto the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.16, 9.12 the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, trustee or representative of the Secured Partiesany other Lender. (f) For purposes of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. The provisions of this Section 3.2 are included in this Agreement in connection with the Dutch right of pledge on the FH Shares pursuant to the Dutch Deed of Pledge. (a) Each Loan Party Furmanite Offshore hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent Administrative Agent, acting in its own name and on its own behalf and not as agent or security trustee for any Person, amounts equal to the amounts due aggregate amount payable by Furmanite Offshore in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings of each Loan Party under this Section 10.16 are each to be referred to as a Furmanite Offshore (the “Parallel Debt”). (b) Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent the relevant Corresponding one or more Obligations become of Furmanite Offshore becomes due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 Dutch Civil Code with respect to the payment of the Parallel Debts , without any further notice being required. (c) Each of the Parties to this Agreement parties hereto hereby acknowledges that: : (i) each the Parallel Debt constitutes an undertaking, obligation and liability of Furmanite Offshore to the Collateral Administrative Agent which is transferable, separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party; Furmanite Offshore and (ii) each the Parallel Debt represents Obligations represent the Collateral Administrative Agent’s own separate and independent claim claims to receive payment of the Parallel Debt Obligations from the relevant Loan Party; and (iii) Furmanite Offshore, it being understood, in each case, understood that the amounts amount which may be become payable by each Loan Party as Furmanite Offshore under or pursuant to the Parallel Debt at any Obligations from time to time shall never exceed the total of the amounts aggregate amount which are is payable under or in connection with the Corresponding relevant Obligations at that of Furmanite Offshore from time to time. (d) An amount paid by a Loan Party to For the avoidance of doubt, each of the parties hereto hereby confirms that the claim of the Administrative Agent against Furmanite Offshore in respect of a the Parallel Debt will discharge Obligations and the liability claims of any Lender against Furmanite Offshore in respect of the Loan Parties under Obligations of Furmanite Offshore payable to such Lender do not constitute common property within the Corresponding Obligations in an equal amountmeaning of Article 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Administrative Agent and such claims of any Lender do constitute such common property and such provisions do apply, the parties hereto agree that the Credit Agreement and this Agreement shall constitute the administration agreement within the meaning of Article 3:168 of the Dutch Civil Code. (e) For the purpose avoidance of this Section 10.16doubt, the Collateral Agent acts parties hereto confirm that this Agreement is not to be construed as an agreement as referred to in its own name and for the benefit Article 6:16 of the Secured Parties, but not as representative Dutch Civil Code and that Article 6:16 of the Secured PartiesDutch Civil Code shall not apply, and, therefore, the provisions relating to common property within the meaning of Article 3:166 of the Dutch Civil Code shall not apply by analogy to the relationship between the Administrative Agent and any Lender on the one hand and Furmanite Offshore on the other hand. (f) For purposes To the extent the Administrative Agent receives any amount in payment of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under Debt Obligations (the Parallel Debts have been assigned and assumed “Received Amount”), the Obligations of Furmanite Offshore shall be reduced by an aggregate amount equal to the successor Agent appointed in accordance with Section 10.07Received Amount as if the Received Amount was received as a payment of the Obligations of Furmanite Offshore. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (ai) Each Loan Party The Borrower hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts aggregate amount due by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings undertaking of each Loan Party the Borrower under this Section 10.16 are each 8.02(e) is to be referred to as a its “Parallel Debt”. (bii) Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent one or more of the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts Debt without any notice being required. (ciii) Each of the Parties parties to this Agreement hereby acknowledges that: (ia) each the Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;Obligations; and (iib) each the Parallel Debt represents the Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and (iii) Borrower, it being understood, in each case, that pursuant to this Section 8.02(e) the amounts amount which may be become payable by each Loan Party the Borrower as the Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that timeObligations. (div) An To the extent the Collateral Agent irrevocably receives any amount paid in payment of the Parallel Debt, the Collateral Agent shall distribute that amount in accordance with Section 2.13 of this Agreement as if received by a Loan Party to it in payment of the Corresponding Obligations. Upon irrevocable receipt by the Collateral Agent of any amount in respect payment of a the Parallel Debt will discharge the liability of the Loan Parties under (a “Received Amount”), the Corresponding Obligations shall be reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in an equal amountthe manner as if the Deductible Amount were received by the Collateral Agent as a payment of the Corresponding Obligations on the date of receipt by the Collateral Agent of the Received Amount. (ev) For the purpose of this Section 10.168.02(e), but subject to paragraph (iv) above, the Collateral Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, representative of the Secured Parties. (f) For purposes or trustee of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07other Lender. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount due by that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertakings undertaking of each Loan Party of the Dutch Collateral Parties under this Section 10.16 are each 9.12 (Parallel Debt) is to be referred to as a its “Parallel Debt”. (b) Each The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the relevant its Corresponding Obligations and will become due and payable as and when and to the extent the relevant one (1) or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;pledgor; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Dutch Collateral Party; and (iii) , it being understood, in each case, that pursuant to this Section 9.12(c) the amounts amount which may be become payable by each Loan Party of the Dutch Collateral Parties as its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations at that timeObligations. (d) An amount paid by a Loan Party The Administrative Agent ▇▇▇▇▇▇ confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in respect payment of a Parallel Debt, the Administrative Agent shall distribute that amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt will discharge the liability of the Loan Parties under (a “Received Amount”), the Corresponding Obligations shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal amountto the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding AmericasActive:16021031.13 Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.16, 9.12 the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, trustee or representative of the Secured Partiesany other Lender. (f) For purposes of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Loan Party For the purpose of ensuring the validity and enforceability of any right of pledge governed by Dutch law, Yale hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount due by Yale in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings undertaking of each Loan Party Yale under this Section 10.16 are each 10.22 is to be referred to as a the “Parallel Debt”. (b) Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent one or more of the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts Debt without any notice being required. (c) Each of the Parties parties to this Agreement hereto hereby acknowledges that: (i) each the Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;Obligations; and (ii) each the Parallel Debt represents the Collateral Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and (iii) Yale, it being understood, in each case, that pursuant to this Section 10.22(c) the amounts amount which may be become payable by each Loan Party Yale as the Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that timeObligations. (d) An To the extent the Administrative Agent irrevocably receives any amount paid by a Loan Party to the Agent in respect of a Parallel Debt will discharge the liability payment of the Loan Parties under Parallel Debt, (i) the Administrative Agent shall distribute that amount among the Administrative Agent and the Lenders that are creditors of the Corresponding Obligations in accordance with the relevant provisions of the Credit Agreement as if received by it in payment of the Corresponding Obligations and (ii) the Corresponding Obligations shall be reduced by an amount equal amountto such payment. (e) For the purpose of this Section 10.16, 10.22 but subject to paragraph (d) above the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, representative of the Secured Parties. (f) For purposes or trustee of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07other Lender. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.”

Parallel Debt. (a) Each Loan Party For the purpose of ensuring the validity and enforceability of any right of pledge governed by Dutch law, Yale hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount due by Yale in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings undertaking of each Loan Party Yale under this Section 10.16 are each 10.22 is to be referred to as a “the "Parallel Debt”". (b) Each The Parallel Debt will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent one or more of the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts Debt without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: (i) each the Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;Obligations; and (ii) each the Parallel Debt represents the Collateral Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and (iii) Yale, it being understood, in each case, that pursuant to this Section 10.22(c) the amounts amount which may be become payable by each Loan Party Yale as the Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that timeObligations. (d) An To the extent the Administrative Agent irrevocably receives any amount paid by a Loan Party to the Agent in respect of a Parallel Debt will discharge the liability payment of the Loan Parties under Parallel Debt, (i) the Administrative Agent shall distribute that amount among the Administrative Agent and the Lenders that are creditors of the Corresponding Obligations in accordance with the relevant provisions of this Agreement as if received by it in payment of the Corresponding Obligations and (ii) the Corresponding Obligations shall be reduced by an amount equal amountto such payment. (e) For the purpose of this Section 10.1610.22 but subject to subsection (d) above, the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, representative of the Secured Parties. (f) For purposes or trustee of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07other Lender. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent amounts an amount equal to the amounts aggregate amount due by that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertakings undertaking of each Loan Party of the Dutch Collateral Parties under this Section 10.16 are each 9.12 (Parallel Debt) is to be referred to as a its “Parallel Debt”. (b) Each The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the relevant its Corresponding Obligations and will become due and payable as and when and to the extent the relevant one (1) or more of its Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;pledgor; and (ii) each Parallel Debt represents the Collateral Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Dutch Collateral Party; and (iii) , it being understood, in each case, that pursuant to this Section 9.12(c) the amounts amount which may be become payable by each Loan Party of the Dutch Collateral Parties as its Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations at that timeObligations. (d) An amount paid by a Loan Party The Administrative Agent hereby confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in respect payment of a Parallel Debt, the Administrative Agent shall distribute that amount the Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by the Administrative Agent of any amount in payment of a Parallel Debt will discharge the liability of the Loan Parties under (a “Received Amount”), the Corresponding Obligations shall be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an amount (a “Deductible Amount”) equal amountto the Received Amount in the manner as if the Deductible Amount were received by the Administrative Agent and the Lenders as a payment of the Corresponding Obligations owed by the relevant Dutch Collateral Party on the date of receipt by the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.16, 9.12 the Collateral Administrative Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent, trustee or representative of the Secured Partiesany other Lender. (f) For purposes of any Dutch Security Document, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations under any Dutch Security Document to such successor Agent. All other Parties hereby, in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by the Collateral Agent to a successor Agent.

Parallel Debt. (a) Each Loan Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts an amount equal to the amounts aggregate amount due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertakings undertaking of each Loan Party of the Credit Parties under this Section 10.16 are each 8.19(a) is to be referred to as a “Parallel Debt”. (b) Each The Parallel Debt Debts of each of the Credit Parties will be payable in the currency or currencies of the relevant Corresponding Obligations and will become due and payable as and when and to the extent one or more of the relevant Corresponding Obligations become due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 Dutch of the Netherlands Civil Code and a default (Verzug) within the meaning of section 286 of the German Civil Code (Bürgerliches Gesetzbuch) with respect to the payment of the Parallel Debts without any notice being required. (c) Each of the Parties parties to this Agreement hereby acknowledges that: (i) each Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations of the relevant Loan Party;Obligations; and (ii) each Parallel Debt represents the Collateral Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the relevant Loan Party; and (iii) Debt, it being understood, in each case, that pursuant to this Section 8.19(c) the amounts amount which may be become payable by each Loan Party of the Credit Parties as a Parallel Debt at any time shall never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations at that timeObligations. (d) An amount paid by a Loan Party The Collateral Agent hereby confirms and accepts that to the extent the Collateral Agent irrevocably receives any amount in respect payment of a Parallel Debt, the Collateral Agent shall distribute that amount among the Secured Parties that are creditors of the relevant Corresponding Obligations in accordance with Section 4.02(d) of this Agreement. Upon irrevocable receipt by the Collateral Agent of any amount in payment of a Parallel Debt will discharge the liability of the Loan Parties under (a "Received Amount"), the Corresponding Obligations shall be reduced, if necessary pro rata in respect of the Collateral Agent and each Secured Party individually, by amounts totaling an amount (a "Deductible Amount") equal amountto the Received Amount in the manner as if the Deductible Amount were received by the Collateral Agent and the Secured Parties as a payment of the Corresponding Obligations owed by the relevant Credit Party on the date of receipt by the Collateral Agent of the Received Amount. (e) For the purpose of this Section 10.16, 8.19 the Collateral Agent acts in its own name and for the benefit on behalf of the Secured Parties, but itself and not as agent or representative of the any other Secured PartiesParty. (f) For purposes of any Dutch Security Document, any resignation by Without limiting or affecting the Collateral Agent is not effective with respect to its Agent´s rights against the Credit Parties (whether under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor Agent appointed in accordance with this Section 10.07. (g) The Collateral Agent will reasonably cooperate in assigning its rights and obligations under the Parallel Debts to a successor Agent and will reasonably cooperate in transferring all rights and obligations 8.19 or under any Dutch Security Document to such successor Agent. All other provision of the Credit Documents), the Credit Parties hereby, acknowledge that (i) nothing in advance, irrevocably grant their cooperation to such transfer of all rights and obligations by this Section 8.19 shall impose any obligation on the Collateral Agent to a successor Agentadvance any sum to any Credit Party or otherwise under any Credit Document and (ii) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation or Commitment. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.