Parallel Debt – German Law Clause Samples

Parallel Debt – German Law. (a) The German Borrower hereby irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by it to any Secured Party under this Agreement and any other Credit Document pursuant to any Secured Obligations as and when those amounts are due under any Credit Document, to which the German Borrower is a party (such payment undertakings under this Section 12.19 and the obligations and liabilities resulting therefrom being the “German Parallel Debt”). (b) The Collateral Agent shall have its own independent right to demand payment of the German Parallel Debt by the German Borrower. The German Borrower and the Collateral Agent acknowledge that the obligations of the German Borrower under this Section 12.19 are several, separate and independent (selbständiges Schuldanerkenntnis) from, and shall not in any way limit or affect, the corresponding obligations of the German Borrower to any Secured Party under this Agreement or any other Credit Document (the “Corresponding Debt”) nor shall the amounts for which the German Borrower is liable under this Section 12.19 be limited or affected in any way by its Corresponding Debt provided that: (i) the Parallel Debt shall be decreased to the extent that the Corresponding Debt has been irrevocably paid or discharged (other than, in each case, contingent obligations); (ii) the Corresponding Debt shall be decreased to the extent that the Parallel Debt has been irrevocably paid or discharged; (iii) the amount of the Parallel Debt shall at all times be equal to the amount of the Corresponding Debt; and (iv) for the avoidance of doubt, the Parallel Debt will become due and payable at the same time when the Corresponding Debt becomes due and payable. (c) The security granted under any German Collateral Document with respect to the Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of the Parallel Debt. (d) Without limiting or affecting the Collateral Agent’s rights against the German Borrower (whether under this Agreement or any other Credit Document), each of the German Borrower acknowledges that: (i) Nothing in this Agreement 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 partic...