Common use of Parallel Debt (Germany) Clause in Contracts

Parallel Debt (Germany). For the purposes of any Collateral Document or Lien granted to a Secured Party (including the Collateral Agent) and governed by the laws of the Federal Republic of Germany: (a) Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal to the respective Underlying Debt. (b) Each Credit Party and the Collateral Agent acknowledge that the obligations of each Credit Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the Underlying Debt (its “Corresponding Debt”) nor shall the amounts for which each Credit Party is liable under paragraph (a) above (its “German Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: (A) The Collateral Agent shall not demand payment with regard to the German Parallel Debt of each Credit Party to the extent that such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (B) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Credit Party to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. (c) The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the German Parallel Debt shall not be held on trust. The Liens granted under the Credit Documents to the Collateral Agent to secure the German Parallel Debt is granted to the Collateral Agents in its capacity as creditor of the German Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 10.32 (Parallel Debt (Germany)), and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure the German Parallel Debt, shall be applied in accordance with this Agreement. (e) Without limiting or affecting the Collateral Agent’s rights against the Credit Parties (whether under this Section 10.32 or under any other provision of the Credit Documents), each Credit Party acknowledges that: (A) nothing in this Section 10.32 shall impose any obligation on the Collateral Agent to advance any sum to any Credit Party or otherwise under any Credit Document, except in its capacity as lender; and (B) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a lender.

Parallel Debt (Germany). For the purposes of any Collateral Document or Lien granted to a Secured Party (including the Collateral Administrative Agent) and governed by the laws of the Federal Republic of Germany:Germany (“German Security”): (a) Each Credit Borrower and each other Loan Party hereby irrevocably and unconditionally undertakes undertake to pay to the Collateral Administrative Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal to the respective Underlying Debt. (b) Each Credit Borrower and each other Loan Party and the Collateral Administrative Agent acknowledge that the obligations of each Credit Borrower and each other Loan Party under paragraph clause (a) above are several and are separate and independent from, and shall not in any way limit or affect, the Underlying Debt (as used in this Section 11.05, its “Corresponding Debt”) nor shall the amounts for which each Credit Borrower and each other Loan Party is are liable under paragraph clause (a) above (its “German Parallel Debt”) be limited or affected in any way by its Corresponding Debt Debt; provided that: (Ai) The Collateral Administrative Agent shall not demand payment with regard to the German Parallel Debt of each Credit a Borrower or another Loan Party to the extent that such Credit Borrower or such Loan Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and (Bii) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Credit a Borrower or another Loan Party to the extent that such Credit Borrower or such Loan Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. (c) The Collateral For the purpose of this Section 11.05(c), the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the German Parallel Debt shall not be held on trust. The Liens granted under this Agreement and the Credit Collateral Documents to the Collateral Administrative Agent to secure the German Parallel Debt is are granted to the Collateral Agents Administrative Agent in its capacity as creditor of the German Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Administrative Agent pursuant to this Section 10.32 (Parallel Debt (Germany))11.05, and all amounts received or recovered by the Collateral Administrative Agent from or by the enforcement of any Lien granted to secure the German Parallel Debt, shall be applied in accordance with this AgreementAgreement and the other Loan Documents. (e) Without limiting or affecting the Collateral Administrative Agent’s rights against the Credit Borrowers and the other Loan Parties (whether under this Section 10.32 11.05 or under any other provision of the Credit Documentsthis Agreement or any Collateral Document), each Credit Borrower and each other Loan Party acknowledges acknowledge that: (Ai) nothing in this Section 10.32 11.05 shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Credit Borrower or any other Loan Party or otherwise under this Agreement or any Credit Collateral Document, except in its capacity capacity, if any, as lendera Lender, Issuing Bank and the Swingline Lender; and (Bii) for the purpose of any vote taken under this Agreement or any Credit Collateral Document, the Collateral Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity capacity, if any, as a lenderLender, Issuing Bank and the Swingline Lender.

Parallel Debt (Germany). For the purposes of any Collateral Document or Lien granted to a Secured Party (including the Collateral Agent) and governed by the laws of the Federal Republic of Germany: (a) Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal to the respective Underlying Debt. (b) Each Credit Party and the Collateral Agent acknowledge that the obligations of each Credit Party under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the Underlying Debt (its “Corresponding Debt”) nor shall the amounts for which each Credit Party is liable under paragraph (a) above (its “German Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that: : (A) The Collateral Agent shall not demand payment with regard to the German Parallel Debt of each Credit Party to the extent that such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and and (B) a Secured Party shall not demand payment with regard to the Corresponding Debt of each Credit Party to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged. (c) The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the German Parallel Debt shall not be held on trust. The Liens granted under the Credit Documents to the Collateral Agent to secure the German Parallel Debt is granted to the Collateral Agents in its capacity as creditor of the German Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 10.32 (Parallel Debt (Germany)), and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure the German Parallel Debt, shall be applied in accordance with this Agreement.- 151 - (e) Without limiting or affecting the Collateral Agent’s rights against the Credit Parties (whether under this Section 10.32 or under any other provision of the Credit Documents), each Credit Party acknowledges that: : (A) nothing in this Section 10.32 shall impose any obligation on the Collateral Agent to advance any sum to any Credit Party or otherwise under any Credit Document, except in its capacity as lender; and and (B) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a lender.

Parallel Debt (Germany). (a) For the purposes purpose of ensuring the validity and enforceability of any Collateral Document right of pledge or Lien granted to a Secured Party (including the Collateral Agent) and other accessory nature governed by the laws of the Federal Republic of Germany: (a) Each Credit Germany or any other applicable foreign jurisdiction, each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Administrative Agent as creditor in its own right and not as a representative of the other Secured Parties amounts an amount equal to the respective Underlying aggregate amount due by it in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking of each Loan Party under this Section 8.13 is to be referred to as its “Parallel Debt”. (b) Each Credit Loan Party hereto hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Administrative Agent acknowledge that the obligations of each Credit Party under paragraph (a) above are several and are which is several, separate and independent from, and shall not in any way limit or affectwithout prejudice to, the Underlying Corresponding Obligation and no amounts of Parallel Debt (its “Corresponding Debt”) nor shall the amounts for which each Credit Loan Party is liable under paragraph (a) above (its “German Parallel Debt”) shall be limited or affected in any way by its Corresponding Obligations; and (ii) the Parallel Debt provides the Administrative Agent with its own independent right to demand payment of the Parallel Debt by the Loan Party, provided that: (A) The Collateral Agent shall not demand payment with regard to the German Parallel Debt of each Credit Loan Party shall be decreased to the extent that such Credit Party’s its Corresponding Debt Obligations has been irrevocably paid or discharged (other than, in the case of guarantee each case, contingent obligations) discharged; and); (B) the Corresponding Obligations of a Secured Loan Party shall not demand payment with regard to the Corresponding Debt of each Credit Party be decreased to the extent that such Credit Party’s its Parallel Debt has been irrevocably paid or discharged; (C) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Obligations; and (D) the Parallel Debt of a Loan Party will become due and payable at the same time when its Corresponding Obligations become due and payable, it being understood, in each case, that pursuant to this Section 8.13 the case amount which may become payable by a Loan Party as the Parallel Debt shall never exceed the total of guarantee obligations) dischargedthe amounts which are payable under or in connection with the Corresponding Obligations and nothing in this Section 8.13 shall in any way increase the total amount payable by any Loan Party to the Administrative Agent, the Lenders and any other Secured Party under this Agreement and other Loan Documents (excluding any obligation under this Section 8.13). (c) The Collateral For the purpose of this Section 8.13, the Administrative Agent acts in its own name and not as a trustee, agent or representative, and its claims in respect of the German Parallel Debt shall not be held on trust. The Liens security granted under the Credit any German Security Documents with respect to the Collateral Agent to secure the German Parallel Debt is granted to the Collateral Agents Administrative Agent in its capacity as creditor of the German Parallel Debt and shall not be held on trust. (d) All monies received or recovered by the Collateral Agent pursuant to this Section 10.32 (Parallel Debt (Germany)), and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Lien granted to secure the German Parallel Debt, shall be applied in accordance with this Agreement. (e) Without limiting or affecting the Collateral Administrative Agent’s rights against the Credit Parties (whether under this Section 10.32 or under any other provision Loan Party, each of the Credit Documents), each Credit Party Loan Parties acknowledges that: (Ai) nothing in this Section 10.32 the Loan Documents shall impose any obligation on the Collateral Administrative Agent to advance any sum to any Credit Loan Party or otherwise under any Credit Document, Loan Document except in its capacity as lendera Lender; and (Bii) for the purpose of any vote taken under any Credit DocumentLoan Documents, the Collateral Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a lenderLender. (e) The Parallel Debt shall remain effective in case a third person should assume or be entitled, partially or in whole, to any rights of any of the Lenders under any of the other Loan Documents, be it by virtue of assignment, assumption novation or otherwise. (f) All monies received or recovered by the Administrative Agent pursuant to this Agreement and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security granted to secure the Parallel Debt shall be applied in accordance with the terms and provisions of this Agreement and the other Loan Documents.