In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be directly or indirectly received by # the -District Creditors, in excess of the amount which the -District Creditors are entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt 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, the -District Creditors shall promptly deliver such payment to Aegis for application to payment of the remaining unpaid Aegis Debt and until so delivered to Aegis will be held by the -District Creditors in trust as Aegis’ property, or # Aegis, in excess of the amount which Aegis are entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt 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, Aegis shall promptly deliver such payment to the -District Creditors for application to payment of the remaining unpaid -District Debt and until so delivered to the -District Creditors will be held by Aegis in trust as the -District Creditors’ property, the intent of this [clause (c)] being to give effect to the provisions of the [foregoing [clauses (a) and (b)])]])].
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:
provided that the application of such proceeds at all times will be subject to the application of proceeds provisions contained in any Pari Passu Intercreditor Agreement.
all voluntary prepayments of Term Loans and any other term loans that are Pari Passu Lien Debt (including # those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase and # payments pursuant to [Section 3.07] or other applicable “yank-a-bank” provisions (solely to the extent any Term Loans or other Pari Passu Lien Debt is retired instead of assigned)),
“Pari Passu Obligations” means Unsecured Indebtedness (exclusive of the Obligations) of the Borrower or any Guarantor owing to a Person that is not the Borrower or an Affiliate thereof.
each Incremental Facility shall be secured by a pari passu lien on the Collateral securing the Facilities on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;
the Obligors shall have complied with each other reasonable request of Pari Passu Creditors in connection with such sale of all or any portion of the Spirits Business, as applicable.
information), Clause 20.12 (Financial Statements), Clause 20.13 (Pari passu ranking), Clause 20.16 (Good title to assets), Clause 20.23 (Sanctions) and Clause 20.24 (Anti-bribery, anti-corruption and Anti-Money Laundering).
Aegis and each -District agrees not to initiate, prosecute or participate in any claim, action or other proceeding # challenging the enforceability, validity, perfection or priority of the Pari Passu Debt or any Liens and security interests securing the Pari Passu Debt or # challenging the enforceability or validity of any term or provision of this Agreement, including without limitation the provisions of this Agreement relating to the relative rights of Aegis and the -District Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof); provided that Aegis and each of the -District Creditors may file any necessary responsive or defensive pleadings in opposition to any such claim, action or proceeding described in the [foregoing [clauses (i) and (ii)])]])] made by any Person.
vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Pari Passu Debt and the Collateral, including without limitation in relation to the provisions of this Agreement relating to the relative rights of Aegis and the -District Creditors to the allocation of payments, Distributions, and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof); and/or
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