Common use of Pari Passu Clause in Contracts

Pari Passu. The Borrower shall ensure that its obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.

Pari Passu. The Borrower shall ensure that its payment obligations under this Agreement shall at all times the Finance Documents rank at least pari passu with the claims of all of its other present and future unsecured and unsubordinated indebtedness with the exception of any creditors, except for obligations which are mandatorily preferred by any applicable laws law applying to companies generally and not by contractgenerally.

Pari Passu. The respective obligations of the Borrower shall ensure that its obligations under this Agreement rank and shall at all times continue to rank at least pari passu in respect of priority of payment and in all other respects with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred indebtedness, save as provided by any applicable laws to companies generally and not by contractof bankruptcy, insolvency, liquidation or similar laws of general application.

Pari Passu. The Borrower shall ensure that its Borrower’s obligations under this Agreement shall at all times rank and will rank at least pari passu in priority of payment and in all other respects with all of its other present and or future unsecured and unsubordinated indebtedness with secured Indebtedness of the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contractBorrower.

Pari Passu. The Borrower shall ensure that its obligations under this Agreement the Loan Documents shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally law and not by contract.

Pari Passu. The Borrower shall ensure that its Borrower’s obligations under this Agreement shall at all times rank and will rank at least pari passu in priority of payment and in all other respects with all of its other present and or future unsecured and unsubordinated indebtedness with secured Indebtedness of the exception of any obligations which are mandatorily preferred Borrower, except for Permitted Indebtedness secured by any applicable laws to companies generally and not by contractPermitted Encumbrances.

Pari Passu. The Borrower shall ensure that its obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.. \P1\3522333.10 49

Pari Passu. The Borrower shall ensure that its obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contractIndebtedness.

Pari Passu. The Borrower shall must ensure that its payment obligations under this Agreement shall the Finance Documents at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any payment obligations, except for obligations which are mandatorily preferred by any applicable laws law applying to companies generally and not by contractgenerally.

Pari Passu. The Borrower shall ensure that its Borrower’s obligations under this the Agreement shall at all times rank at least pari passu with the claims of all of its other present and future unsecured and unsubordinated indebtedness with the exception of any creditors, except for obligations which are mandatorily preferred by any applicable laws law applying to companies generally and not by contractgenerally.

Pari Passu. The Borrower each of the Borrowers and the Guarantors shall ensure that its respective obligations under this Agreement the Agreement, the Notes, and the Security Documents shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.

Pari Passu. The Borrower shall ensure that its the payment obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with Debt of the exception of Borrower, except any obligations which claims that are mandatorily preferred by any applicable laws of general application to companies generally and not by contractcompanies.

Pari Passu. The Borrower shall ensure that its payment obligations under this Agreement shall will at all times constitute the direct, general and unconditional obligations of the Borrower and rank in all respects at least pari passu in priority of payment and in right of security with all of its other present and future unsecured and unsubordinated indebtedness with debt of the exception of any Borrower except for obligations which are mandatorily preferred by any laws that are applicable laws to companies generally and not by contractgenerally.

Pari Passu. The Borrower shall ensure that its the Borrower’s obligations under this Agreement shall will at all times rank at least pari passu in all respects with all of its other present and future unsecured and unsubordinated indebtedness with obligations, except those which in a winding-up of the exception Borrower would be preferred solely by operation of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.law; and

Pari Passu. The Borrower shall ensure that its obligations at all times the claims of the Facility Parties against it under this Agreement shall at all times rank at least pari passu with the claims of all of its other present and future unsecured and unsubordinated indebtedness with the exception of any creditors, except for obligations which are mandatorily preferred by any applicable laws law applying to companies generally and not by contractgenerally.

Pari Passu. The Borrower Borrowers shall ensure that its their respective obligations under this Agreement shall at all times rank at least pari passu with all of its their other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.

Pari Passu. The Borrower shall ensure that its obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.Indebtedness;

Pari Passu. The Borrower shall ensure that its obligations under this Agreement the Loan Documents shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which that are mandatorily preferred by any applicable laws to companies generally and not by contract.

Pari Passu. The Borrower shall ensure that its obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.. \P1\3522333.10

Pari Passu. The Borrower shall and shall ensure that each Group Member shall ensure that its payment obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any order of priority for payments under the Finance Documents set out in any Finance Documents and any obligations which are mandatorily preferred by any applicable laws to companies generally law and not by contract.

Pari Passu. The Each of the Borrower and each of the Guarantors shall ensure that its respective obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.

Pari Passu. The the obligations of the Borrower shall ensure that its obligations under this Agreement shall will at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception obligations, except those which would be preferred solely by operation of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.law;

Pari Passu. The Each Borrower shall ensure that its obligations under this Agreement shall the Finance Documents rank at all times rank at least pari passu in right of priority and payment with the claims of all of its other present and future unsecured and unsubordinated indebtedness with the exception of any creditors, except for obligations which are mandatorily preferred by any applicable laws law applying to companies generally and not by contractgenerally.

Pari Passu. The Borrower it shall ensure that its the Borrower’s obligations under this Agreement shall will constitute direct, unsecured, unconditional and unsubordinated obligations of the Borrower and will rank at all times rank pari passu without any preference or priority among themselves and at least pari passu with all of its other present existing and future unsubordinated and unsecured indebtedness, obligations and unsubordinated indebtedness with the exception of any obligations liabilities actual or contingent from time to time (save for those which are mandatorily preferred by any applicable laws to companies generally and not by contract.the mandatory operation of law);

Pari Passu. The Each of the Borrower and the Guarantor shall ensure that its their respective obligations under this Agreement shall at all times rank at least pari passu with all of its their other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.

Pari Passu. The Borrower shall will ensure that its the obligations of the Borrower under this Agreement shall will rank at all times rank at least pari passu with all of its other present existing or future indebtedness, obligations and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred liabilities actual or contingent from time to time (save those as by any applicable laws to companies generally and not by contract.law rank as preferential); and

Pari Passu. The Borrower shall ensure that its Borrower’s obligations under this Agreement shall at all times rank and will rank at least pari passu in priority of payment and in all other respects with all of its other present and or future unsecured and unsubordinated indebtedness with secured Debt for Borrowed Money of Borrower, other than Debt under the exception of Working Capital Financing Documents and liabilities and/or Debt under any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contractInventory Financing Facility permitted hereunder.

Pari Passu. The Borrower shall ensure that its obligations under this Agreement Obligations do and shall at all times rank at least pari passu in priority of payment with all of its other present and future unsecured and unsubordinated indebtedness with the exception of Indebtedness, except for any obligations which of the Borrower to creditors whose claims are mandatorily preferred by any applicable laws to companies generally and not statute or by contractoperation of Applicable Law (including Debtor Relief Laws).

Pari Passu. The Borrower shall ensure that at all times its obligations under this Agreement and any Transaction Document shall rank at least pari passu in right of payment and security with all its other unsecured obligations for borrowed money and that its obligations under this Agreement shall at all times rank at least pari passu and any Transaction Document share ratably with all the benefits of any guarantees or security given by any person in respect of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.for borrowed money. (c)

Pari Passu. The Borrower shall will ensure that its obligations under this Agreement shall shall, at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally law and not by contract.

Pari Passu. The Borrower shall ensure that its the payment obligations of the Borrower under this Agreement shall at all times rank at least pari passu in right of payment with all of its other the Borrower’s present and future other unsecured and unsubordinated indebtedness, other than any such indebtedness with the exception of any obligations which are mandatorily is preferred by any applicable laws to companies generally and not by contractmandatory provisions of Applicable Law.

Pari Passu. The Borrower shall ensure that its obligations under this Agreement the Finance Documents shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with obligations of the exception of any Borrower, other than obligations which are mandatorily preferred by any applicable laws to companies generally and not by contractlaw.

Pari Passu. The Borrower shall ensure that its respective obligations under this Agreement shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.