Example ContractsClausesAdditional Waivers by the Obligors and the Pari Passu Creditors
Additional Waivers by the Obligors and the Pari Passu Creditors
Additional Waivers by the Obligors and the Pari Passu Creditors contract clause examples
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Each of the 2024 Note Creditors represents and warrants to the Pari Passu Creditors that:

All payments and recoveries payable on account of principal and interest on the Pari Passu Debt shall be paid and applied ratably and proportionately amongst and between Aegis and the -District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District Creditors. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in any Proceeding, all proceeds of the Collateral (other than the ILOC and any proceeds thereof, which is are reserved solely for Aegis) shall be paid and applied ratably and proportionately amongst and between Aegis and the -District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District Creditors.

Aegis represents and warrants to the Pari Passu Creditors that:

the Spirits Business Net Cash Proceeds with respect to such sale of all or any portion of the Spirits Business, as applicable (after deduction of the Spirits Business Net Cash Proceeds retained by the Obligors for Approved Working Capital Purposes under [clause (iii) above], if and to the extent applicable) shall be used by the Obligors to prepay the Pari Passu Debt, with such Spirits Business Net Cash Proceeds being paid and applied to Aegis and the District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District Creditors; provided, that any Spirits Business Net Cash Proceeds used to prepay the Pari Passu Debt in accordance with this clause (iv) shall be so paid and applied # in the case of any such Spirits Business Net Cash Proceeds received by or on behalf of any and all Obligors on the closing date of such sale, on the closing date of such sale or within one (1) Business Day following the closing date of such sale and/or # in the case of any such Spirits Business Net Cash Proceeds received by or on behalf of any and all Obligors following the closing date of such sale (including without limitation any such Spirits Business Net Cash Proceeds received by way of deferred payment pursuant to, or by monetization of, any promissory note issued to any of the Obligors in payment of the purchase price for such sale), within three (3) Business Days following the receipt of such Spirits Business Net Cash Proceeds by or on behalf of any and all Obligors;

Subject to Section 4(b) below, upon the occurrence and during the continuation of any Event of Default (and provided that # Aegis shall have determined that an Event of Defaults exists and provided written notice of such Event of Default to the Pari Passu Creditors and/or # the -District Creditors shall have determined that an Event of Default exists and provided written notice of such Event of Default to Aegis), Aegis, in its capacity as Agent hereunder, shall have the right, without the consent of any Pari Passu Creditor, to take (or to determine not to take) any of the following actions on behalf of Aegis with respect to their share of the Pari Passu Debt and on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt (provided, that any and all of the following actions taken or determined not to be taken by Agent with respect to any portion of Pari Passu Debt shall be taken by Agent with respect to all of the Pari Passu Debt, without regard to Aegis’ share thereof or the Pari Passu Creditors’ share thereof): # declare one or more Events of Default; # give notice to any Obligor of any Event of Default; # take Enforcement Actions against any of the Obligors and/or the Collateral (provided that the Pari Passu Creditors may join in any such Enforcement Actions upon the request of Agent); and # hire counsel of its choosing; provided, that, in the event that Agent takes any Enforcement Action against any Obligor and/or the Collateral pursuant to the [foregoing clause (iii) of this Section 4(a)] (or selects any agent or attorney-in -fact to take any such Enforcement Action on behalf of the Pari Passu Creditors), Agent shall (or in the case Agent selects any agent or attorney-in-fact to take any such Enforcement Action on its behalf, Agent shall direct such agent or attorney-in-fact, as applicable, to) take Enforcement Actions under and in accordance with the terms of both the Aegis Note Documents, the -District Note Documents and the 2024 Note Documents simultaneously and collect and apply any and all proceeds realized in any and all such Enforcement Actions in accordance with Section 2(a)(ii) of this Agreement.

Each -District Creditor represents and warrants to the Pari Passu Creditors that:

Actions Required by the Obligors. Each of the Obligors agrees to # do and perform any and all acts and things which may be required on its part to enable each Pari Passu Creditor to perform its respective obligations under this Agreement, and # refrain from doing any act or thing which would cause or contribute to a violation by any Pari Passu Creditor of any of its obligations hereunder.

Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any Pari Passu Creditor may have at any time in or to any Collateral as security for the Pari Passu Debt under any of the Pari Passu Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected # voluntarily by any Pari Passu Creditor, # as a result of any Pari Passu Debt owing to such Pari Passu Creditor being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of any other Pari Passu Creditor in or to any such Collateral as security for the portion of the Pari Passu Debt owing to such other Pari Passu Creditor under the Pari Passu Note Documents.

Relative Rights. This Agreement defines the relative rights of the Pari Passu Creditors. Except as expressly provided in this Agreement, nothing in this Agreement shall:

Permitted Sale” shall mean any sale by one or more of the Obligors of all or any portion of the Spirits Business (a “portion of the Spirits Business” being defined as one or more spirits brands sold without related inventory) that complies in all respects with each of the following conditions (in each case, unless such condition is waived in writing by the Pari Passu Creditors prior to the consummation of such sale):

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