Common use of Parallel Debt Clause in Contracts

Parallel Debt. (a) 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 Administrative Agent an amount equal to the aggregate amount payable by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent under this Section 10.19(a) is hereinafter to be referred to as the “Parallel Debt”. (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that (i) the Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and (ii) the Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the Borrower, it being understood, in each case, that (A) the amount which may become payable by the Borrower as the Parallel Debt 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 plus 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) To the extent the Administrative Agent receives any amount in payment of the Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties 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 to 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 10.19 but subject to clause (d) above, the Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party.

Parallel Debt. (a) For the purpose of taking and ensuring the continuing validity and enforceability of certain of the rights of pledge governed by security under the laws Security Documents, each of the Netherlands, the Borrower Credit Parties hereby irrevocably and unconditionally undertakes to agrees and covenants with the Administrative Agent by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) that each of them shall pay to the Administrative Agent an amount equal to, and in the currency of, any Obligations owing by such Credit Party to a Secured Party (any such Obligation a "Corresponding Obligation") when these amounts are due and payable (such abstract acknowledgement of debt, the aggregate amount payable by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent under this Section 10.19(a) is hereinafter to be referred to as the “"Parallel Debt”"). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and Notwithstanding anything to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default contrary in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that (i) the Parallel Debt constitutes an undertakingCredit Agreement, obligation and liability to the Administrative Agent which is separate and shall have its own independent from, and without prejudice to, the Corresponding Obligations and (ii) the Parallel Debt represents the Administrative Agent’s own separate and independent claim right to receive demand payment of the Parallel Debt from the Borrower, it being understood, in each case, that (A) the amount which may become payable by the Borrower as the Credit Parties. Each Parallel Debt 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 plus 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) To the extent the Administrative Agent receives any amount in payment of the Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties 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 owed by the Administrative Agent of any amount in payment of the Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties Credit Party shall be automatically separate and immediately reduced, pro rata in respect of each Secured Party individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal to 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) independent. For the purpose of this Section 10.19 but subject to clause (d) above9.13, the Administrative Agent acts in its own name name. The security granted under the Security Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of each Parallel Debt. The rights of the Secured Parties to receive payment of the Corresponding Obligations are several from the rights of the Administrative Agent to receive payment under the Parallel Debt provided that the payment by any Credit Party of its Corresponding Obligations to the Administrative Agent in accordance with this Section 9.13 shall be a good discharge of the relevant Parallel Debt. In the event of a good discharge of the Corresponding Obligations, the Administrative Agent shall no longer be entitled to demand payment under the Parallel Debt and on behalf of itself and not as agentsuch Parallel Debt shall cease to exist. Despite the foregoing, representative any payment under the Loan Documents shall be made to the Administrative Agent, unless expressly stated otherwise in the Security Documents or trustee of any other Secured Partyunless otherwise directed by the Administrative Agent. The Parallel Debt shall be due when the relevant Corresponding Obligation becomes due.

Parallel Debt. (a) For the purpose of ensuring the validity Holdings, and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower 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 Administrative Agent an amount equal to the aggregate amount payable due by it that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertaking of each of the Borrower to the Administrative Agent Dutch Collateral Parties under this Section 10.19(a9.12 (Parallel Debt) is hereinafter to be referred to as the its “Parallel Debt”. (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the its Corresponding Obligations and will become due and payable as and when and to the extent one (1) or more of the its Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that that: (i) the each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and of the relevant pledgor; and (ii) the each Parallel Debt represents the Administrative Agent’s own separate and independent claim to receive payment of the Parallel Debt from the Borrowerrelevant Dutch Collateral Party, it being understood, in each case, that (Apursuant to this Section 9.12(c) the amount which may become payable by each of the Borrower Dutch Collateral Parties as the its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations plus 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) To The Administrative Agent hereby confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in payment of the a Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Each of the parties to this Agreement hereby agrees that upon Upon irrevocable receipt by the Administrative Agent of any amount in payment of the a Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, if necessary pro rata in respect of the Administrative Agent and each Secured Party Lender individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal to 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 and the Secured Parties in accordance with the terms of this Agreement, Lenders as a payment of the Corresponding Obligations owed by the Borrower relevant Dutch Collateral Party on the date of receipt by such Secured Party the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.19 but subject to clause (d) above, 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee or representative or trustee of any other Secured PartyLender.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights any right of pledge governed by the laws of the NetherlandsDutch law, the Borrower Yale hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable due by it Yale in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent of Yale under this Section 10.19(a) 10.22 is hereinafter to be referred to as the “Parallel Debt”. (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereto hereby acknowledges that that: (i) the Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and Obligations; and (ii) the Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the BorrowerYale, it being understood, in each case, that (Apursuant to this Section 10.22(c) the amount which may become payable by the Borrower Yale as the Parallel Debt 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 plus 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) To the extent the Administrative Agent irrevocably receives any amount in payment of the Parallel Debt, (i) the Administrative Agent shall distribute that amount among the Secured Parties Administrative Agent and the Lenders that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each the relevant provisions of the parties to this Credit 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 to 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 it in accordance with the terms of this Agreement, as a payment of the Corresponding Obligations owed and (ii) the Corresponding Obligations shall be reduced by the Borrower on the date of receipt by an amount equal to such Secured Party of the Received Amountpayment. (e) For the purpose of this Section 10.19 10.22 but subject to clause paragraph (d) above, above the Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured PartyLender.”

Parallel Debt. (a) For the purpose of ensuring the validity Holdings, and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower 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 Administrative Agent an amount equal to the aggregate amount payable due by it that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertaking of each of the Borrower to the Administrative Agent Dutch Collateral Parties under this Section 10.19(a9.12 (Parallel Debt) is hereinafter to be referred to as the its “Parallel Debt”. (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the its Corresponding Obligations and will become due and payable as and when and to the extent one (1) or more of the its Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that that: (i) the each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and of the relevant pledgor; and (ii) the each Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the Borrowerrelevant Dutch Collateral Party, it being understood, in each case, that (Apursuant to this Section 9.12(c) the amount which may become payable by each of the Borrower Dutch Collateral Parties as the its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations plus 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) To The Administrative Agent ▇▇▇▇▇▇ confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in payment of the a Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Each of the parties to this Agreement hereby agrees that upon Upon irrevocable receipt by the Administrative Agent of any amount in payment of the a Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, if necessary pro rata in respect of the Administrative Agent and each Secured Party Lender individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal to 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 and the Secured Parties in accordance with the terms of this Agreement, Lenders as a payment of the Corresponding AmericasActive:16021031.13 Obligations owed by the Borrower relevant Dutch Collateral Party on the date of receipt by such Secured Party the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.19 but subject to clause (d) above, 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee or representative or trustee of any other Secured PartyLender.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights any right of pledge governed by the laws of the NetherlandsDutch law, the Borrower Yale hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable due by it Yale in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent of Yale under this Section 10.19(a) 10.22 is hereinafter to be referred to as the “"Parallel Debt”". (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that that: (i) the Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and Obligations; and (ii) the Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the BorrowerYale, it being understood, in each case, that (Apursuant to this Section 10.22(c) the amount which may become payable by the Borrower Yale as the Parallel Debt 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 plus 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) To the extent the Administrative Agent irrevocably receives any amount in payment of the Parallel Debt, (i) the Administrative Agent shall distribute that amount among the Secured Parties Administrative Agent and the Lenders that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each the relevant provisions 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 to 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 it in accordance with the terms of this Agreement, as a payment of the Corresponding Obligations owed and (ii) the Corresponding Obligations shall be reduced by the Borrower on the date of receipt by an amount equal to such Secured Party of the Received Amountpayment. (e) For the purpose of this Section 10.19 10.22 but subject to clause subsection (d) above, the Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured PartyLender.

Parallel Debt. (ai) For the purpose of ensuring the validity and enforceability of the rights of pledge governed by the laws of the Netherlands, the The Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Collateral Agent an amount equal to the aggregate amount payable due by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking of the Borrower to the Administrative Agent under this Section 10.19(a8.02(e) is hereinafter to be referred to as the its “Parallel Debt”. (bii) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt without any notice being required. (ciii) Each of the parties to this Agreement hereby acknowledges that that: (ia) the Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and Obligations; and (iib) the Parallel Debt represents the Administrative Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the Borrower, it being understood, in each case, that (Apursuant to this Section 8.02(e) the amount which may become payable by the Borrower as the Parallel Debt 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 plus 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. (div) To the extent the Administrative Collateral Agent irrevocably receives any amount in payment of the Parallel Debt, the Administrative Collateral Agent shall distribute that amount among the Secured Parties that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each 2.13 of this Agreement as if received by it in payment of the parties to this Agreement hereby agrees that upon Corresponding Obligations. Upon irrevocable receipt by the Administrative Collateral 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, reduced by amounts totaling an amount (a “Deductible Amount”) exactly equal to the Received Amount in the manner as if the Deductible Amount were actually received by the Secured Parties, or the Administrative Collateral 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 the Collateral Agent of the Received Amount. (ev) For the purpose of this Section 10.19 8.02(e), but subject to clause paragraph (div) above, the Administrative Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured PartyLender.

Parallel Debt. (a) For the purpose of ensuring the validity Holdings, and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower 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 Administrative Agent an amount equal to the aggregate amount payable due by it that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertaking of each of the Borrower to the Administrative Agent Dutch Collateral Parties under this Section 10.19(a9.12 (Parallel Debt) is hereinafter to be referred to as the its “Parallel Debt”. (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the its Corresponding Obligations and will become due and payable as and when and to the extent one (1) or more of the its Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that that: (i) the each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and of the relevant pledgor; and (ii) the each Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the Borrowerrelevant Dutch Collateral Party, it being understood, in each case, that (Apursuant to this Section 9.12(c) the amount which may become payable by each of the Borrower Dutch Collateral Parties as the its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations plus 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) To The Administrative Agent ▇▇▇▇▇▇ confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in payment of the a Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Each of the parties to this Agreement hereby agrees that upon Upon irrevocable receipt by the Administrative Agent of any amount in payment of the a Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, if necessary pro rata in respect of the Administrative Agent and each Secured Party Lender individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal to 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 and the Secured Parties in accordance with the terms of this Agreement, Lenders as a payment of the Corresponding Obligations owed by the Borrower relevant Dutch Collateral Party on the date of receipt by such Secured Party the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.19 but subject to clause (d) above, 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee or representative or trustee of any other Secured PartyLender.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Administrative Collateral Agent an amount equal to the aggregate amount payable by it due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking of each of the Borrower to the Administrative Agent Credit Parties under this Section 10.19(a8.19(a) is hereinafter to be referred to as the a “Parallel Debt”. (b) The Parallel Debt Debts of each of the Credit Parties will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 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 Parallel Debt Debts without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that that: (i) the each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Collateral Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and Obligations; and (ii) the each Parallel Debt represents the Administrative Collateral Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the BorrowerDebt, it being understood, in each case, that (Apursuant to this Section 8.19(c) the amount which may become payable by each of the Borrower Credit Parties as the a Parallel Debt 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 plus 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) To The Collateral Agent hereby confirms and accepts that to the extent the Administrative Collateral Agent irrevocably receives any amount in payment of the a Parallel Debt, the Administrative Collateral Agent shall distribute that amount among the Secured Parties that are creditors of the relevant Corresponding Obligations in accordance with Section 8.034.02(d) of this Agreement. Each of the parties to this Agreement hereby agrees that upon Upon irrevocable receipt by the Administrative Collateral Agent of any amount in payment of the a Parallel Debt (a “"Received Amount”"), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, if necessary pro rata in respect of the Collateral Agent and each Secured Party individually, by amounts totaling an amount (a “"Deductible Amount”") exactly equal to the Received Amount in the manner as if the Deductible Amount were actually received by the Secured Parties, or the Administrative Collateral Agent on behalf of and the Secured Parties in accordance with the terms of this Agreement, as a payment of the Corresponding Obligations owed by the Borrower relevant Credit Party on the date of receipt by such Secured Party the Collateral Agent of the Received Amount. (e) For the purpose of this Section 10.19 but subject to clause (d) above, 8.19 the Administrative Collateral Agent acts in its own name and on behalf of itself and not as agent, agent or representative or trustee of any other Secured Party. (f) Without limiting or affecting the Collateral Agent´s rights against the Credit Parties (whether under this Section 8.19 or under any other provision of the Credit Documents), the Credit Parties acknowledge that (i) nothing in this Section 8.19 shall impose any obligation on the Collateral Agent to advance 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.

Parallel Debt. (a) For the purpose of ensuring the validity Holdings, and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower 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 Administrative Agent an amount equal to the aggregate amount payable due by it that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. The They payment undertaking of each of the Borrower to the Administrative Agent Dutch Collateral Parties under this Section 10.19(a9.12 (Parallel Debt) is hereinafter to be referred to as the its “Parallel Debt”. (b) The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of the its Corresponding Obligations and will become due and payable as and when and to the extent one (1) or more of the its Corresponding Obligations become due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Dutch Civil Code with respect to the Parallel Debt Debts without any notice being required. (c) Each of the parties to this Agreement hereby acknowledges that that: (i) the each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations and of the relevant pledgor; and (ii) the each Parallel Debt represents the Administrative Agent’s 's own separate and independent claim to receive payment of the Parallel Debt from the Borrowerrelevant Dutch Collateral Party, it being understood, in each case, that (Apursuant to this Section 9.12(c) the amount which may become payable by each of the Borrower Dutch Collateral Parties as the its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with the its Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations plus 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) To The Administrative Agent hereby confirms and accepts that to the extent the Administrative Agent irrevocably receives any amount in payment of the a Parallel Debt, the Administrative Agent shall distribute that amount among the Secured Parties Administrative Agent and the Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Each of the parties to this Agreement hereby agrees that upon Upon irrevocable receipt by the Administrative Agent of any amount in payment of the a Parallel Debt (a “Received Amount”), the Corresponding Obligations owing to the Secured Parties shall be automatically and immediately reduced, if necessary pro rata in respect of the Administrative Agent and each Secured Party Lender individually, by amounts totaling an amount (a “Deductible Amount”) exactly equal to 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 and the Secured Parties in accordance with the terms of this Agreement, Lenders as a payment of the Corresponding Obligations owed by the Borrower relevant Dutch Collateral Party on the date of receipt by such Secured Party the Administrative Agent of the Received Amount. (e) For the purpose of this Section 10.19 but subject to clause (d) above, 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as agent, trustee or representative or trustee of any other Secured PartyLender.

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) For the purpose of ensuring the validity and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower Furmanite Offshore hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount 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 aggregate amount payable by it Furmanite Offshore in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent under this Section 10.19(a) is hereinafter to be referred to as of Furmanite Offshore (the “Parallel Debt”). (b) The Parallel Debt will be payable in the currency or currencies of the Corresponding Obligations and will become due and payable (opeisbaar) as and when and to the extent one or more Obligations of the Corresponding Obligations become Furmanite Offshore becomes due and payable. An Event of Default in respect of any of the Corresponding Obligations shall constitute a default (verzuim) within the meaning of section 3:248 of the Netherlands Civil Code with respect to the Parallel Debt , without any further notice being required. (c) Each of the parties to this Agreement hereto hereby acknowledges that that: (i) the Parallel Debt constitutes an undertaking, obligation and liability of Furmanite Offshore to the Administrative Agent which is transferable, separate and independent from, and without prejudice to, the Corresponding Obligations of Furmanite Offshore and (ii) the Parallel Debt represents Obligations represent the Administrative Agent’s own separate and independent claim claims to receive payment of the Parallel Debt Obligations from the BorrowerFurmanite Offshore, it being understood, in each case, understood that (A) the amount which may become payable by the Borrower as Furmanite Offshore under or pursuant to the Parallel Debt Obligations from time to time shall never exceed the total aggregate amount which is payable under the relevant Obligations of Furmanite Offshore from time to time. (d) For the avoidance of doubt, each of the amounts which are payable under or parties hereto hereby confirms that the claim of the Administrative Agent against Furmanite Offshore in connection with the Corresponding Obligations, and (B) at no time shall the combined, aggregate outstanding amount respect of the Parallel Debt plus Obligations and the Corresponding claims of any Lender against Furmanite Offshore in respect of the Obligations plus of Furmanite Offshore payable to such Lender do not constitute common property within the Secured Obligations ever exceedmeaning of Article 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, orhowever, for it shall be held that such claim of the Administrative Agent and such claims of any purpose whatsoever, be deemed to exceedLender do constitute such common property and such provisions do apply, the an amount equal to aggregate outstanding amount parties hereto agree that the Credit Agreement and this Agreement shall constitute the administration agreement within the meaning of Article 3:168 of the Secured ObligationsDutch Civil Code. (de) For the avoidance of doubt, the parties hereto confirm that this Agreement is not to be construed as an agreement as referred to in Article 6:16 of the Dutch Civil Code and that Article 6:16 of the Dutch 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) To the extent the Administrative Agent receives any amount in payment of the Parallel Debt, Debt Obligations (the Administrative Agent shall distribute that amount among the Secured Parties 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 of Furmanite Offshore shall be automatically and immediately reduced, pro rata in respect of each Secured Party individually, reduced by amounts totaling an aggregate amount (a “Deductible Amount”) exactly equal to the Received Amount in the manner as if the Deductible Received Amount were actually was 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 AmountFurmanite Offshore. (e) For the purpose of this Section 10.19 but subject to clause (d) above, the Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party.

Parallel Debt. (a) For the purpose of ensuring the validity and enforceability of the rights of pledge governed by the laws of the Netherlands, the Borrower 10.17.1. The Company hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable by it 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 undertaking of the Borrower Company to the Administrative Agent under this Section 10.19(a10.17.1. 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 hereinafter also to be referred to as a “Parallel Debt”. (b) The 10.17.2. Each Parallel Debt will be payable in the currency or currencies of the 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 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 any of the Corresponding Obligations, the Rate Management Obligations or the Banking Services Obligations shall constitute a default (verzuim) within the meaning of section Article 3:248 of the Netherlands Civil Code with respect to the relevant Parallel Debt of a Parallel Debt Obligor as well without any notice being requiredrequired therefor. (c) 10.17.4. Each of the parties to this Agreement hereby hereto acknowledges that that: (ia) the The Parallel Debt of each Parallel Debt Obligor constitutes an undertaking, obligation and liability of such Parallel Debt Obligor to the Administrative Agent which is separate and independent from, and without prejudice to, the Corresponding Obligations, the Rate Management Obligations and or the Banking Services Obligations; and (iib) the The Parallel Debt of each Parallel Debt Obligor represents the Administrative 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 BorrowerAgent and any holder of Obligations, it the Rate Management Obligations or the Banking Services Obligations, as joint creditors (hoofdelijk schuldeisers) of any Obligation, the Rate Management Obligations and the Banking Services Obligations. It being understood, in each case, understood that (A) the amount which may become payable by the Borrower a Parallel Debt Obligor as the its Parallel Debt shall never exceed the total of the amounts which are payable by it under or in connection with the Corresponding its Obligations, Swap Obligations and (B) at no time shall the combined, aggregate outstanding amount of the Parallel Debt plus the Corresponding Obligations plus 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 Banking Services Obligations. (d) To 10.17.5. The Agent and the Holders of Secured Obligations agree that, to the extent the Administrative Agent irrevocably (onaantastbaar) receives any amount in payment of the any Parallel Debt, the Administrative Agent it shall distribute that such amount among the Holders of Secured Parties Obligations that are creditors of the Corresponding corresponding Obligations, Rate Management Obligations or Banking Services Obligations in accordance with Section 8.03the provisions of this Agreement. Each of the parties to this Agreement hereby agrees that upon Upon irrevocable (onaantastbaar) receipt by the Administrative Agent of any amount in payment of the Parallel Debt of a Parallel Debt Obligor (a the “Received Amount”), the Corresponding corresponding Obligations, Rate Management Obligations owing to the Secured Parties or Banking Services Obligations of such Parallel Debt Obligor shall be automatically and immediately reduced, pro rata in respect of each Secured Party individually, reduced by amounts totaling an amount (a the “Deductible Amount”) exactly equal to 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 relevant Obligations, Rate Management Obligations owed by the Borrower or Banking Services Obligations on the date of receipt by such Secured Party the Agent of the Received Amount. (e) For 10.17.6. The parties hereto acknowledge and agree that, for purposes of a Dutch pledge, any resignation by the purpose Agent is not effective until its rights under each Parallel Debt of this Section 10.19 but subject a Parallel Debt Obligor is assigned to clause (d) above, the Administrative Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Partysuccessor Agent.