Common use of Advances to Subsidiaries Clause in Contracts

Advances to Subsidiaries. All advances to Subsidiaries made by the Company from time to time after the Issue Date, other than the MFH Capital Contributions, shall be evidenced by unsecured Subsidiary Intercompany Notes in favor of the Company that will be pledged to the Collateral Agent pursuant to the Pledge Agreement as Pledged Collateral to secure the Notes. All advances by the Company to any Subsidiary outstanding on the date hereof shall be evidenced by an unsecured Subsidiary Intercompany Note that will be pledged to the Collateral Agent pursuant to the Pledge Agreement as Pledged Collateral for the Notes. Each Subsidiary Intercompany Note shall be payable upon demand, shall bear interest at the same rate as the Notes, and will be subordinated in right of payment to all existing Senior Debt of the Subsidiary to which such loan is made. ''Senior Debt'' of Subsidiaries for the purposes of the Subsidiary Intercompany Notes will be defined as all Indebtedness of such Subsidiaries that is not specifically by its terms made pari passu with or junior to such Subsidiary Intercompany Notes. A form of Subsidiary Intercompany Note is attached as Exhibit F hereto. Repayments of principal with respect to any Subsidiary Intercompany Note shall be required to be pledged to the Collateral Agent pursuant to the Pledge Agreement as Pledged Collateral to secure the Notes until such amounts are advanced to a Subsidiary in accordance with this Indenture. The Company shall not permit any Subsidiary in respect of which the Company is a creditor by virtue of a Subsidiary Intercompany Note to incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of such Subsidiary and senior in any respect in right of payment to any Subsidiary Intercompany Note.

Advances to Subsidiaries. All The Company shall not make any advances or capital contributions, transfer any assets, or otherwise become a creditor, to Subsidiaries any Subsidiary that is not a Wholly Owned Subsidiary (a "Borrowing Subsidiary") unless (a) such advance, capital contribution, transfer or creditor arrangement is made by in the Company from time form of a senior secured loan to time after the Issue DateBorrowing Subsidiary, other than (b) the MFH Capital Contributionsadvance, shall be capital contribution, transfer or creditor arrangement is evidenced by unsecured a Subsidiary Intercompany Notes Note in favor of the Company that will be pledged to and (c) the Collateral Agent pursuant to the Pledge Agreement as Pledged Collateral to secure the Notes. All advances by the Company to any Borrowing Subsidiary outstanding on the date hereof shall be has no other Indebtedness (other than Indebtedness evidenced by an unsecured a Subsidiary Intercompany Note that will be pledged Note) at the time the advance, capital contribution, transfer or creditor arrangement is made or the Borrowing Subsidiary immediately applies the advance to pay the Collateral Agent pursuant to entire principal of, and any premium and interest on, all Indebtedness of the Pledge Agreement as Pledged Collateral for Borrowing Subsidiary in existence at the Notestime the advance is made. Each The Subsidiary Intercompany Note Notes shall be payable upon demand, shall bear interest at the same rate as the Senior Notes, or such higher rate as the Company may determine, and will shall be subordinated in right of payment to secured by a first priority Lien on all existing Senior Debt of the Subsidiary to which such loan is made. ''Senior Debt'' of Subsidiaries for the purposes assets of the Subsidiary Intercompany Notes will be defined as all Indebtedness of such Subsidiaries that is not specifically by its terms made pari passu with or junior to such Subsidiary Intercompany NotesBorrowing Subsidiary. A form of Subsidiary Intercompany Note is attached as Exhibit F G hereto. Repayments of principal with respect to any Notwithstanding the foregoing, a Subsidiary Intercompany Note shall will not be required to be pledged secured by a first priority Lien with respect to all or a portion of the assets of the Borrowing Subsidiary if (i) such assets are subject to a first priority Lien securing obligations of the Borrowing Subsidiary that do not constitute Indebtedness under the Indenture (the "Secured Obligations") and such Lien is in existence as of the date of issuance of the Subsidiary Intercompany Note, (ii) the Company provides one or more letters of credit naming the person(s) identified as the creditor(s) under the Lien securing the Secured Obligations (or any person identified in writing to the Collateral Agent pursuant Company by such creditor(s) under such Lien) as beneficiary thereunder, and (iii) for each fiscal year of the Borrowing Subsidiary that such Secured Obligations exist, such letters of credit are for an aggregate amount sufficient to satisfy all payments under the Pledge Agreement as Pledged Collateral to secure the Notes until Secured Obligations becoming due and payable during such amounts are advanced to a Subsidiary in accordance with this Indenturefiscal year. The Company shall not permit any Subsidiary in respect of which the Company is a creditor by virtue of a Subsidiary Intercompany Note to incur any Indebtedness that is subordinate other than Indebtedness to the Company evidenced by a Subsidiary Intercompany Note. Each Subsidiary Intercompany Note shall be amended, and appropriate financing statements be filed, simultaneous with any increases or junior decreases in right the aggregate principal amount outstanding thereunder, and the Company shall not amend any of payment the material terms of the Subsidiary Intercompany Note, except as may be required to any Senior Debt conform the provisions of such instrument to the provisions to be contained in a Subsidiary Intercompany Note as set forth in this Section 4.18 and senior in Exhibit G hereto. The Company shall pursue all remedies available to it under any respect in right of payment to Subsidiary Intercompany Note and the Company shall enforce fully its rights under any Subsidiary Intercompany Note.

Advances to Subsidiaries. (a) All advances to Restricted Subsidiaries (that are not otherwise Guarantors) made by the Company from time to time (or any Guarantor) after the Issue Date, other than the MFH Capital Contributions, shall date of this Indenture will be evidenced by unsecured Subsidiary Intercompany Notes intercompany notes in favor of the Company that or the applicable Guarantor. These intercompany notes will be pledged to the Collateral Agent pursuant to the Pledge Agreement Security Documents as Pledged Collateral to secure the Notes. All advances by the Company to any Subsidiary outstanding on the date hereof shall be evidenced by an unsecured Subsidiary Intercompany Note that will be pledged to the Collateral Agent pursuant to the Pledge Agreement as Pledged Collateral for the NotesPriority Lien Obligations. Each Subsidiary Intercompany Note shall intercompany note will be payable upon demand, shall demand and will bear interest at the same rate as the Notes, Notes and will be subordinated in right of payment to all existing Senior Debt of the non-Guarantor Restricted Subsidiary to which such the loan is made. ''“Senior Debt'' ” of Subsidiaries for the purposes of the Subsidiary Intercompany Notes intercompany notes will be defined as all Indebtedness of such the non-Guarantor Restricted Subsidiaries that is not specifically by its terms made pari passu with or junior to such Subsidiary Intercompany Notesthe intercompany notes. A form of Subsidiary Intercompany Note intercompany note is attached to this Indenture as Exhibit F G hereto. Repayments of principal with respect to any Subsidiary Intercompany Note shall intercompany notes will be required to be pledged to the Collateral Agent pursuant to the Pledge Agreement Security Documents as Pledged Collateral to secure the Notes until such amounts are advanced to a Subsidiary in accordance with this Indenture. . (b) The Company shall will not permit any Restricted Subsidiary (that is not otherwise a Guarantor) in respect of which the Company is a creditor by virtue of a Subsidiary Intercompany Note an intercompany note to incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of such non-Guarantor Restricted Subsidiary and senior in any respect in right of payment to any Subsidiary Intercompany Noteintercompany note.

Advances to Subsidiaries. (a) All advances to Restricted Subsidiaries (that are not otherwise Guarantors) made by the Company from time to time (or any Guarantor) after the Issue Date, other than the MFH Capital Contributions, shall date of this Indenture will be evidenced by unsecured Subsidiary Intercompany Notes intercompany notes in favor of the Company that or the applicable Guarantor. These intercompany notes will be pledged to the Collateral Agent pursuant to the Pledge Agreement Security Documents as Pledged Collateral to secure the Notes. All advances by the Company to any Subsidiary outstanding on the date hereof shall be evidenced by an unsecured Subsidiary Intercompany Note that will be pledged to the Collateral Agent pursuant to the Pledge Agreement as Pledged Collateral for the NotesFirst Priority Lien Obligations and Parity Lien Obligations. Each Subsidiary Intercompany Note shall intercompany note will be payable upon demand, shall demand and will bear interest at the same rate as the Notes, First Priority Senior Secured Notes and will be subordinated in right of payment to all existing Senior Debt of the non-Guarantor Restricted Subsidiary to which such the loan is made. ''“Senior Debt'' ” of Subsidiaries for the purposes of the Subsidiary Intercompany Notes intercompany notes will be defined as all Indebtedness of such the non-Guarantor Restricted Subsidiaries that is not specifically by its terms made pari passu with or junior to such Subsidiary Intercompany Notesthe intercompany notes. A form of Subsidiary Intercompany Note intercompany note is attached to this Indenture as Exhibit F G hereto. Repayments of principal with respect to any Subsidiary Intercompany Note shall intercompany notes will be required to be pledged to the Collateral Agent pursuant to the Pledge Agreement Security Documents as Pledged Collateral to secure the Notes until such amounts are advanced to a Subsidiary in accordance with this Indenture. . (b) The Company shall will not permit any Restricted Subsidiary (that is not otherwise a Guarantor) in respect of which the Company is a creditor by virtue of a Subsidiary Intercompany Note an intercompany note to incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of such non-Guarantor Restricted Subsidiary and senior in any respect in right of payment to any Subsidiary Intercompany Noteintercompany note.