PARI PASSU TREATMENT. (a) Notwithstanding anything to the contrary set forth herein, each payment or prepayment of principal and interest received after the occurrence of an Event of Default hereunder shall be distributed pari passu among the Banks, in accordance with the aggregate outstanding principal amount of the Obligations owing to each Bank divided by the aggregate outstanding principal amount of all Obligations.
(b) Following the occurrence and during the continuance of any Event of Default, each Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower (pursuant to Section 13 or otherwise), including a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of the Notes, Loans, Reimbursement Obligations and other Obligations held by it (other than pursuant to Section 5.5, Section 5.6 or Section 5.8) as a result of which the unpaid principal portion of the Notes and the Obligations held by it shall be proportionately less than the unpaid principal portion of the Notes and Obligations held by any other Bank, it shall be deemed to have simultaneously purchased from such other Bank a participation in the Notes and Obligations held by such other Bank, so that the aggregate unpaid principal amount of the Notes, Obligations and participations in Notes and Obligations held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of the Notes and Obligations then outstanding as the principal amount of the Notes and other Obligations held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and other Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 29 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Person holding such a participation in the Notes and the Obligations deemed to have been so p...
PARI PASSU TREATMENT. Notwithstanding anything to the contrary set forth herein, each payment or prepayment of principal and interest received after the occurrence of an Event of Default hereunder shall be distributed pari passu among the Banks, in accordance with the aggregate outstanding principal amount of the Obligations owing to each Bank divided by the aggregate outstanding principal amount of all Obligations.
PARI PASSU TREATMENT. The Investors agree that in the event: (i) the Company pays the Securities prior to the maturity of the Rights Securities, (ii) a Change of Control occurs, (iii) the Investors foreclose on or enforce their security interest in the Collateral securing the Securities, or (iv) the Securities are accelerated due to an Event of Default and such acceleration is not annulled within 30 days after written notice of the Event of Default, then (a) for purposes of the security interest in the Collateral and priority of payment, the holders of the Rights Securities and the Investors shall be treated on a pari passu basis, and
(b) if there is insufficient funds to make payment in full to the holders of the Rights Securities and the Investors, then the available assets and/or consideration shall be distributed among the holders of the Rights Securities and the Investors ratably in proportion to the full amounts to which they otherwise respectively would be entitled.”
3. The Agreement is hereby amended to include Section 8.17 as follows:
PARI PASSU TREATMENT. All Senior Debt Obligations shall rank in right of payment, upon liquidation and in all other respects pari passu without preference among Senior Debt Obligations by reason of date of incurrence or otherwise.
PARI PASSU TREATMENT. 01A If, after the date of execution of this Contract the Borrower concludes with any other creditor a financing or guarantee agreement that includes provisions referring to place, currency of payment and payment indemnity of the Borrower’s obligations under such agreement that are more favourable to such other creditor than the ‘EUR’ or ‘euro’ definition, clauses 10.01(A)(a), 9.03(b), 11.03, and this Pari Passu Treatment clause of this Contract, the Borrower shall so inform the Bank. In such case, or if the Bank is otherwise so informed, the Borrower shall, if the Bank so requests, execute any necessary legal documentation in order for such more favourable provisions (the “Relevant Provisions”) to be incorporated by way of amendment as of the date of such agreement into this Contract.
PARI PASSU TREATMENT. The Institutional Investors hereby --------------------- acknowledge and agree that, at any time on or after December 31, 1999, (i) LDC and (ii) each Person to whom LDC is permitted under the terms of the Stock Purchase Agreement and the LDC Registration Rights Agreement to transfer shares of Common Stock then owning shares of Common Stock that carry registration rights pursuant to the LDC Registration Rights Agreement (collectively, the "LDC --- Holders") have the right (i) pursuant to Section 2.1.1 of the LDC Registration ------- Rights Agreement, to participate in Piggyback Registrations and (ii) pursuant to Section 2.2.1 of the LDC Registration Rights Agreement, to participate in Demand Registrations, in each case, pursuant to Sections 2.1.3 and 2.2.4, respectively, of the LDC Registration Rights Agreement, pari passu in terms of priority with ---- ----- the Institutional Investors under the Agreement. The Company hereby acknowledges and agrees that the Institutional Investors have the right, pursuant to Sections 2.2.1 and 2.2.4 of the LDC Registration Rights Agreement and subject to the terms and conditions set forth in Section 3(b) of this Amendment and Waiver, to receive notice of, and participate in, demand registrations initiated by the LDC Holders pursuant to the LDC Registration Rights Agreement ("LDC Demand Registrations") ------------------------ pari passu in terms of priority with the LDC Holders thereunder. Participation ---- ----- by an Institutional Investor in an LDC Demand Registration shall count as one of the four Demand Registrations that the Institutional Investors have the right to request or participate in a request for pursuant to Section 2.2.1 of the Agreement.
PARI PASSU TREATMENT. The Credit Parties will take all actions necessary in order to ensure that the Loans and the other Obligations hereunder and under the other Credit Documents shall rank pari passu with all other senior unsecured and unsubordinated Indebtedness of the Borrower and the Guarantor, respectively.
PARI PASSU TREATMENT. (a) Han and Rounick agree that their respective Replacement Notes shall be pari passu and that neither shall have any priority over or be subject to or subordinate to the other except to the extent otherwise specifically provided for herein. In furtherance of and without limiting the generality of the foregoing, Han and Rounick hereby agree that:
(i) in the event either receives a payment with respect to his/her Replacement Note, whether with respect to interest or principal, the holder of the other Replacement Note shall be entitled to a pro rata share thereof to the extent that such other holder did not receive a pro rata payment. Each of Han and Rounick shall notify the other within ten days of their receipt of any payment on their respective Replacement Notes unless such payment is accompanied by evidence that a pro rata payment has been sent to the other holder. The recipient shall pay a pro rata portion of the payment received to the other holder within ten days of any demand from the other holder which demand shall certify that the other holder did not receive its pro rata share from He-Ro.
(ii) if either holder is requested or required to disgorge all or any portion of any payment which he or she may have received from He-Ro or any Current Guarantor regarding their Replacement Note, whether pursuant to or in connection with a bankruptcy or insolvency proceeding of He-Ro or any Current Guarantor or otherwise, the other holder shall be liable for his/her pro rata share of such disgorged payment and shall make such payment within ten days of demand therefore which demand shall include evidence of the disgorged payment.
(iii) neither Han nor Rounick shall demand or accept any collateral for their respective Replacement Note unless such collateral is granted to both Han and Rounick on the same terms and conditions.
(b) Notwithstanding the foregoing, Rounick agrees not to take any action to collect, enforce, convert or otherwise deal with her Replacement Note unless either (i) Han has taken such action (in which event, Rounick may take such action but only to the same extent and on the same terms as Han) or (ii) Han otherwise consents in writing, except that Rounick may take any action against Han, He-Ro or any Current Guarantor necessary to enforce her rights to pari passu treatment hereunder without complying with the foregoing. Further, Rounick agrees that if Han agrees to an amendment to, supplement of or restatement of any of the terms or provisions...
PARI PASSU TREATMENT. At all times maintain its Obligations hereunder to the Bank as pari passu to any other unsecured indebtedness with respect to any of its domestic loans.
PARI PASSU TREATMENT. Notwithstanding the different classes of loans (Term A and Term B), the Lenders hereby acknowledge and agree that their security interests shall rank pari passu with respect to the Collateral, subject to the payment priorities and other provisions set forth in the Credit Agreement.
