Common use of Parallel Debt Undertaking Clause in Contracts

Parallel Debt Undertaking. For purposes of (i) taking security in, or subject to the laws of, Germany and (ii) ensuring the continued validity of such security, each Secured Party and each Loan Party agrees: (a) Notwithstanding any other provision of this Agreement or any Loan Document, each Loan Party hereby irrevocably and unconditionally agrees to pay to Collateral Agent, as a creditor in its own right and not as a representative of the Secured Parties, an amount (the “Collateral Agent Parallel Debt Claim”) equal to each Corresponding Obligation owed by such Loan Party by itself under the Loan Documents as and when such Corresponding Obligation is due and payable under this Agreement or any other Loan Document or would be due and payable but for any discharge resulting from any failure of a Secured Party to take appropriate steps, in insolvency or similar proceedings affecting such Loan Party, to preserve its entitlement to be paid such Corresponding Obligation. Each Collateral Agent Parallel Debt Claim will be payable in the currency or currencies of the relevant Corresponding Obligations. (b) The Collateral Agent shall have its own independent right to demand and enforce payment of the Collateral Agent Parallel Debt Claim from a Loan Party, irrespective of any discharge of such Loan Party’s obligation to pay the Collateral Agent Parallel Debt Claim resulting from failure by Collateral Agent to take appropriate steps, in insolvency or similar proceedings affecting such Loan Party, to preserve its entitlement to be paid such Collateral Agent Parallel Debt Claim. The Collateral Agent’s right to enforce the Collateral Agent Parallel Debt Claim includes, without limitation, the exercise of any remedy available to the Collateral Agent under this Agreement or any other Loan Document, in law or in equity. (c) Notwithstanding anything to the contrary contained herein, (i) any amount due and payable by a Loan Party to Collateral Agent in respect of the Collateral Agent Parallel Debt Claim shall be reduced if and to the extent the Lenders (and, if applicable, each other Secured Party) shall have irrevocably received payment in full of the corresponding amount in respect of the Corresponding Obligations; (ii) any amount due and payable by a Loan Party to a Lender (and, if applicable, each other Secured Party) in respect of a Corresponding Obligation shall be reduced if and to the extent that Collateral Agent has irrevocably received payment in full of the corresponding amount in respect of Collateral Agent Parallel Debt Claim; (iii) the aggregate amount of Collateral Agent Parallel Debt Claims shall not exceed the aggregate amount of the Corresponding Obligations at any time. (d) Subject to the limitation set forth in clause (c) above, the rights of the Lenders (and, if applicable, each other Secured Party) to demand, receive and enforce payment of amounts payable by any Loan Party in respect of the Corresponding Obligations are several, separate and independent from, and without prejudice to, the rights of the Collateral Agent to demand, receive and enforce payment of the Collateral Agent Parallel Debt Claim in its own name. (e) Each Lender (and, if applicable, each other Secured Party) shall, at the request of the Collateral Agent, perform any act required in connection with the enforcement of any Collateral Agent Parallel Debt Claim, including, without limitation, joining in any legal proceedings in respect of Collateral Agent Parallel Debt Claim or the German Security Documents. (f) Each Loan Party hereby irrevocably and unconditionally waives any right it may have to require a Secured Party (other than the Collateral Agent) to join with the Collateral Agent in any legal proceedings as co-claimant with Collateral Agent in respect of any Collateral Agent Parallel Debt Claim or the Collateral granted under any German Security Document.