Common use of Parallel Obligations Clause in Contracts

Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Borrower under this Section 9.20, irrespective of any discharge of such Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.

Parallel Obligations. Notwithstanding any other provision (a) Each of this Agreement, the Borrowers and the Guarantors hereby irrevocably agrees and unconditionally undertakes to covenants with the Collateral Agent that it shall pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, Collateral Agent sums equal to to, and in the currency of each amount payable of, the Obligations owing by such Borrower it to Secured Creditors with respect to a Beneficiary (other than the EMEA Term Loan and Collateral Agent) under any Credit Document (the other EMEA Facility Obligations under the Loan Documents “Principal Obligations”) as and when that amount falls the same fall due for payment under the relevant Loan Credit Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel ObligationObligations”). For the purpose of ensuring the validity and enforceability of the pledges under the German Law Collateral Documents, the above-mentioned agreement and covenant is made by way of an abstract acknowledgement of debt. For the avoidance of doubt, the obligations of the Austrian Guarantor towards the Collateral Agent under this Section 7.13 shall not be construed in any way to create a direct debt of the Austrian Guarantor as borrower under this Agreement. (b) The Administrative Collateral Agent shall have its own independent right to demand and receive full or partial payment of the amounts payable by each Borrower under this Section 9.20Parallel Obligations from the Borrowers and the Guarantors, irrespective of any discharge of such Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full rights of the corresponding amount Beneficiaries under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20Document. The rights of the Secured Creditors (other than the Administrative Agent) Beneficiaries to receive payment of amounts payable by each Borrower under the Loan Documents Principal Obligations are several and are separate and independent from, and without prejudice to, from the rights of the Administrative Collateral Agent to receive payment of the Parallel Obligations. (c) The Parallel Obligations are owed to the Collateral Agent in its own name and on behalf of itself and not as agent or representative of any other Person nor as trustee. (d) The Collateral Agent is obliged to credit any amounts received with respect to the Parallel Obligations against the Principal Obligations in the manner specified in this Agreement. Upon the application of such amounts in the manner specified this Agreement, the Parallel Obligations of the Borrowers and/or the respective Guarantors shall be reduced to the extent of such amounts. Any payment on the Parallel Obligations which is not credited against the Principal Obligations as set out under this paragraph (d) above shall be deemed to discharge the Principal Obligations to the same extent as if such payment would have been applied thereon in accordance with this Agreement. Any payment to any Beneficiary on the Principal Obligations shall reduce the Parallel Obligations to the extent of the amount of such payment. (e) In case of doubt, the Collateral Agent shall treat any payment received in connection with the Credit Documents as if such payment was made on the Principal Obligations. (f) For the avoidance of doubt, the outstanding amount of the Parallel Obligations shall (i) at no time exceed the outstanding amount of the Principal Obligations and (ii), to the extent that Parallel Obligations relate to Principal Obligations which are Non-U.S. Guaranteed Obligations of Non-U.S. Guarantors, be limited to the corresponding amount of the respective Principal Obligation enforceable in accordance with and after giving effect to the respective limitations in Section 9.207.14 of this Agreement.

Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such the Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each the Borrower under this Section 9.20, irrespective of any discharge of such the Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each the Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.

Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such the Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each the Borrower under this Section 9.20, irrespective of any discharge of such the Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.the

Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such the Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each the Borrower under this Section 9.20, irrespective of any discharge of such the Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency #4842-1976-9300 #4848-6974-4858 proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each the Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.

Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Borrower under this Section 9.20, irrespective of any discharge of such Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.. ARTICLE