Separate Undertaking. Without limiting the generality of any of the foregoing provisions of this Agreement, TASL irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the Lender, any defense to the performance of this Agreement which may be available to TASL as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower or the debts of the Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL agrees for the benefit of, and as a separate undertaking with, the Lender, that it will be unconditionally liable to pay to the Lender an amount equal to each payment which would otherwise be payable by TASL under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Lender, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied under the Note.
Separate Undertaking. Without limiting the generality of any of the foregoing provisions of this Agreement (but subject to the limitations expressly set forth in Paragraph 21), Parent irrevocably waives, to the full extent permitted by applicable law, and for the benefit of, and as a separate undertaking with, Public Co. and its Subsidiaries and their respective assigns, any defense to the performance of this Agreement which may be available to Parent (i) as a consequence of this Agreement being rejected or otherwise not assumed by Public Co. or any of is Subsidiaries or any trustee or other similar official for any of them or for any substantial part of their respective properties or (ii) as a consequence of this Agreement being otherwise terminated or modified, in either such clause (i) or clause (ii) in any proceeding seeking to adjudicate Public Co. or any Public Co. Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of Public Co. or any Public Co. Subsidiary or the debts of Public Co. or any Public Co. Subsidiary under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, whether such rejection, nonassumption, termination or modification by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, Parent agrees for the benefit of, and as a separate undertaking with, Public Co. and its Subsidiaries and their respective assigns that Parent will be unconditionally liable to pay Public Co. or its Subsidiaries and their respective assigns, as the case may be, an amount equal to each payment that would otherwise be payable by Parent under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified (taking into account any right of offset or any defenses relating to failures or refusals to perform that Parent is permitted to assert under Paragraph 21), such amount to be payable to such person at its office specified in accordance with the instructions of such person as and when such payment would otherwise be payable hereunder. Notwithstanding the foregoing, Parent does not waive any right against Public Co. or any Public Co. Subsidiary that it may have in any such proceeding.
