Common use of Disbursement of Proceeds by the Borrower Clause in Contracts

Disbursement of Proceeds by the Borrower. (a) The Borrower shall obtain Intercompany Loan Documents with respect to advances of any portion of the Loans to any Subsidiary and such other amounts owing from any Subsidiary to the Borrower from time to time, and shall promptly thereafter grant to the Agent a first priority perfected security interest in such Intercompany Loan Documents as security for the Obligations. The Borrower will not be required to obtain a security interest in the assets of such Subsidiaries to secure any amounts owing under the Intercompany Loan Documents, nor will the Borrower be required to assign any such intercompany security interest to the Lenders. (b) Subject to the security interest of the Agent therein under the Pledge Agreement, the Borrower may assign any Intercompany Loan Documents to RTC Holdings as a contribution to capital, pursuant to the Assignment Agreement and in accordance with Section 6.6. In such instance, RTC Holdings need not enter into any Intercompany Loan Documents as a borrower thereunder in order to evidence such assignment. For purposes of this Agreement, the receipt and possession by Mellon, as custodian under the Notification and Consent Agreement and pursuant to the terms thereof, of any Intercompany Loan Documents assigned by the Borrower to RTC Holdings, shall be deemed evidence of perfection of the assignment thereof. (c) Should any Subsidiary become a debtor under the Bankruptcy Code, the Agent, on behalf of the Lenders, is authorized, but not required, to file proofs of claim on the Borrower's behalf and vote the rights of the Borrower in any plan of reorganization. The Agent, on behalf of the Lenders, is further empowered to demand, xxx for, collect and receive every payment and distribution on such Debt owing to the Borrower in such Subsidiary's bankruptcy proceeding.

Disbursement of Proceeds by the Borrower. (a) The At the request of the Agent, the Borrower shall obtain Intercompany Loan Documents an intercompany promissory note with respect to advances of any portion of the Loans to any Subsidiary of the Borrower and such any other amounts owing from any Subsidiary of the Borrower to the Borrower from time to time, and shall promptly thereafter grant to the Agent a first priority perfected security interest in such Intercompany Loan Documents promissory note as security for the Credit Obligations. The Notwithstanding the foregoing, the Borrower will not be required shall obtain, at or prior to obtain the advance of any portion of the Loans to any Non-Wholly Owned Subsidiary, an intercompany promissory note with respect to advances of any portion of the Loans to any Non-Wholly Owned Subsidiary and any other amounts owing from any Non-Wholly Owned Subsidiary of the Borrower to the Borrower from time to time and shall promptly thereafter grant to the Agent a first priority security interest in such promissory note as security for the assets of such Subsidiaries to secure any amounts owing under the Intercompany Loan Documents, nor will the Borrower be required to assign any such intercompany security interest to the LendersCredit Obligations. (b) Subject to the security interest of the Agent therein under the Pledge Agreement, the Borrower may assign any Intercompany Loan Documents to RTC Holdings as a contribution to capital, pursuant to the Assignment Agreement and in accordance with Section 6.6. In such instance, RTC Holdings need not enter into any Intercompany Loan Documents as a borrower thereunder in order to evidence such assignment. For purposes of this Agreement, the receipt and possession by Mellon, as custodian under the Notification and Consent Agreement and pursuant to the terms thereof, of any Intercompany Loan Documents assigned by the Borrower to RTC Holdings, shall be deemed evidence of perfection of the assignment thereof. (c) Should If any Subsidiary become becomes a debtor under the Bankruptcy Code, the Agent, on behalf of the Lenders, is authorized, but not required, to file proofs of claim with respect to such intercompany Debt on behalf of the Borrower's behalf Borrower and vote the rights of the Borrower in any plan of reorganizationreorganization with regard to any Debt owed by such Subsidiary to the Borrower. The Agent, on behalf of the Lenders, is further empowered to demand, xxx forsue xxx, collect and receive every payment and distribution on such Debt owing to the Borrower in such Subsidiary's bankruptcy proceeding.

Disbursement of Proceeds by the Borrower. (a) The At the request of the Agent, the Borrower shall obtain Intercompany Loan Documents an intercompany promissory note with respect to advances of any portion of the Loans to any Subsidiary of the Borrower and such any other amounts owing from any Subsidiary of the Borrower to the Borrower from time to time, and shall promptly thereafter grant to the Agent a first priority perfected security interest in such Intercompany Loan Documents promissory note as security for the Credit Obligations. The Notwithstanding the foregoing, the Borrower will not be required shall obtain, at or prior to obtain the advance of any portion of the Loans to any Non-Wholly Owned Subsidiary, an intercompany promissory note with respect to advances of any portion of the Loans to any Non-Wholly Owned Subsidiary and any other amounts owing from any Non-Wholly Owned Subsidiary of the Borrower to the Borrower from time to time and shall promptly thereafter grant to the Agent a first priority security interest in such promissory note as security for the assets of such Subsidiaries to secure any amounts owing under the Intercompany Loan Documents, nor will the Borrower be required to assign any such intercompany security interest to the LendersCredit Obligations. (b) Subject to the security interest of the Agent therein under the Pledge Agreement, the Borrower may assign any Intercompany Loan Documents to RTC Holdings as a contribution to capital, pursuant to the Assignment Agreement and in accordance with Section 6.6. In such instance, RTC Holdings need not enter into any Intercompany Loan Documents as a borrower thereunder in order to evidence such assignment. For purposes of this Agreement, the receipt and possession by Mellon, as custodian under the Notification and Consent Agreement and pursuant to the terms thereof, of any Intercompany Loan Documents assigned by the Borrower to RTC Holdings, shall be deemed evidence of perfection of the assignment thereof. (c) Should If any Subsidiary become becomes a debtor under the Bankruptcy Code, the Agent, on behalf of the Lenders, is authorized, but not required, to file proofs of claim with respect to such intercompany Debt on behalf of the Borrower's behalf Borrower and vote the rights of the Borrower in any plan of reorganizationreorganization with regard to any Debt owed by such Subsidiary to the Borrower. The Agent, on behalf of the Lenders, is further empowered to demand, xxx for, collect and receive every payment and distribution on such Debt owing to the Borrower in such Subsidiary's bankruptcy proceeding.