Audiovox 2012 Annual Report Download - page 311

 
(a) Dutch Parallel Debt. For the purposes of creating security rights governed by Dutch law:
(i) Klipsch irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to Administrative Agent
(in its own capacity and not as agent () or trustee) an amount equal to the aggregate of all Credit Party
Obligations from time to time due in accordance with the terms and conditions of such Credit Party Obligations (such payment
undertaking and the obligations and liabilities which are the result thereof, Klipsch's “ Dutch Parallel Debt”);
(ii) the Dutch Parallel Debt constitutes obligations and liabilities of Klipsch which are separate and independent from,
and without prejudice to, the Credit PartyObligations and the Dutch Parallel Debt represents the Administrative Agent's own
independent right to receive payment of the Dutch Parallel Debt from Klipsch, provided that the amounts which are due under
the Dutch Parallel Debt under this provision shall always be equal to the amounts which are due from time to time under the
Credit PartyObligations;
(iii) the total amount due and payable in respect of the Credit Party Obligations shall be decreased to the extent that the
Administrative Agent receives any amount in payment of the Dutch Parallel Debt, as if such amount were received by any
Lender in payment of the corresponding Credit Party Obligations;
(iv) the total amount due and payable by Klipsch under the Dutch Parallel Debt shall be decreased to the extent that
any Lender receives any amount in payment of the Credit Party Obligations (other than by virtue of clause (iii) above); and
(v) The Administrative Agent shall distribute any amount received in payment of the Dutch Parallel Debt among the
Lenders that are the creditors of the relevant Credit Party Obligations in accordance with the provisions of this Agreement as if
received by it in payment of the relevant Credit Party Obligations.
(b) German Parallel Debt.
(i) Notwithstanding any other provision of this Agreement or any other Credit Document, each Credit Party hereby
irrevocably and unconditionally undertakes to pay to the Administrative Agent, as a creditor in its own right and not as a
representative of the other Secured Parties, sums (the “ German Parallel Debt”) equal to and in the currency of each amount
payable by such Credit Party to each of the other Secured Parties under each of the Credit Documents as and when that amount
falls due for payment under the relevant Credit Document or would have fallen due but for any discharge resulting from
failure of another Secured Party to take appropriate steps, in insolvency proceedings affecting that Credit Party, to preserve its
entitlement to be paid that amount.
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