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 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 of pledge Each Loan Party which agrees to provide security expressed to be governed by the laws of the Netherlands, the Borrower Dutch law (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable amounts due by it that Dutch Collateral Party in respect of the its Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent of each Dutch Collateral Party under this Section 10.19(aArticle 8 (Parallel Debt) is hereinafter are each to be referred to as the a “Parallel Debt”. (b) The Parallel Debt Debts of each Dutch Collateral Party 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 relevant 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 Dutch Collateral Party; 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 pursuant to this clause (A) c), the amount which may become payable by the Borrower each Dutch Collateral Party 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) Obligations 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 Obligationsthat time. (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, Article 8 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 Party.

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 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 and enforceability of the rights of pledge Each Loan Party which agrees to provide security expressed to be governed by the laws of the Netherlands, the Borrower Dutch law (a “Dutch Collateral Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable amounts due by it that Dutch Collateral Party in respect of the its Corresponding Obligations as they may exist from time to time. The payment undertaking the Borrower to the Administrative Agent of each Dutch Collateral Party under this Section 10.19(aArticle 8 (Parallel Debt) is hereinafter are each to be referred to as the a “Parallel Debt”. (b) The Parallel Debt Debts of each Dutch Collateral Party 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 relevant 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 Dutch Collateral Party; 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 pursuant to this clause (A) c), the amount which may become payable by the Borrower each Dutch Collateral Party 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) Obligations 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 Obligationsthat time. (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, Article 8 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 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.

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 xxxxxx 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 NetherlandsNetherlands law, the Borrower each Loan Party 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 the Borrower to the Administrative Agent of each Loan Party under this Section 10.19(a8.02 (a) is hereinafter to be referred to as the its “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 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 NCC with respect to the Parallel Debt without any notice being required. (c) Each of the parties to this Agreement Party hereto hereby acknowledges that that: (i) 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 (ii) the Parallel Debt represents the Administrative Collateral Agent’s own separate and independent claim to receive payment of the Parallel Debt from the Borrowereach Loan Party, it being understood, in each case, that pursuant to this Section 8.02 (Ac) the amount which may become payable by the Borrower a Loan Party 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 Collateral Agent, not only in its own name and on behalf of itself but also as agent on behalf of each Secured Party, hereby confirms and accepts that 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 Collateral Agent and the Secured Parties that are creditors of the Corresponding Obligations in accordance with Section 8.03. Each the relevant provision of the parties to this Agreement Loan Documents. The Collateral Agent hereby agrees and confirms that 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 towards the Collateral Agent and the Secured Parties shall be automatically and immediately reduced, if necessary pro rata in respect of 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 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 (d8.02, other than the second sentence of paragraph(d) aboveof this Section 8.02, 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 Party. (f) Nothing in this Section 8.02 shall in any way increase the total amount payable by any Loan Party to the Collateral Agent, the Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Transaction Documents (excluding any obligation under this Section 8.02).

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. (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.