Common use of Intercompany Loans Clause in Contracts

Intercompany Loans. (a) Each Borrower may make loans to the other Borrower (and such Borrower may incur the Indebtedness related thereto and repay such Indebtedness) subject to the following terms and conditions: (i) such loans shall be unsecured and be payable on demand; (ii) at the time any such intercompany loan is made by any Borrower to any other Borrower and after giving effect to such loan, both the Borrower making the loan and the Borrower receiving the loan shall be Solvent; (iii) the obligor of such loan shall use the proceeds thereof solely for its own working capital requirements arising in the ordinary course of business; (iv) each Borrower shall have executed and delivered to each other Borrower, on the Closing Date, a demand promissory note (an "Intercompany Note") to evidence any such intercompany Indebtedness owing at any time by such Borrower to such other Borrowers which Intercompany Notes shall be in form and substance satisfactory to the Agent and pledged to the Agent for the benefit of the Lenders; (v) each Borrower shall record all intercompany transactions on its books and records in a manner satisfactory to the Agent; (vi) the obligations of each Borrower under any such Intercompany Notes shall be subordinated to the Obligations of such Borrower hereunder in a manner satisfactory to the Agent; (vii) no Default or Event of Default would occur and be continuing after giving effect to the incurrence of any such proposed intercompany loan; and

Intercompany Loans. (a) Each Notwithstanding any provision contained in this Agreement to the contrary, Borrower may make loans to the other Borrower any Guarantor (and such Borrower Guarantor may incur the Indebtedness related thereto and repay such Indebtedness) subject to the following terms and conditions: (i) such loans shall be unsecured and be payable on demand; (ii) at the time any such intercompany loan is made by any Borrower to any other Borrower Guarantor and after giving effect to such loan, both the Borrower making the loan and the Borrower Guarantor receiving the loan shall be Solvent; (iii) the obligor of such loan shall use the proceeds thereof solely for its own working capital requirements arising in the ordinary course of business; (iv) each Borrower Guarantor shall have executed and delivered to each other Borrower, on the Closing Date, a demand promissory note (an collectively, the "Intercompany NoteINTERCOMPANY NOTES") to evidence any such intercompany Indebtedness owing at any time by such Borrower Guarantor to such other Borrowers Borrower, which Intercompany Notes shall be in form and substance satisfactory to the Agent and pledged to the Agent for the benefit of the Lenders; (v) each Borrower Guarantor shall record all intercompany transactions on its books and records in a manner satisfactory to the Agent; (vi) the obligations of each Borrower Guarantor under any such Intercompany Notes shall be subordinated to the Obligations Liabilities of such Borrower hereunder Guarantor under any Related Document in a manner satisfactory to the Agent; ; (vii) no Unmatured Event of Default or Event of Default would occur and be continuing after giving effect to the incurrence of any such proposed intercompany loan; and (viii) after giving effect to each such loan, Borrower shall have cash in (including, without limitation, unused Borrowing Availability) an amount equal to or greater than its working capital requirements for the next succeeding ninety (90) days, based upon Borrower's historical cash needs and taking into account all of its payment obligations under the Related Documents and under any of its other Indebtedness. Borrower hereby agrees that, until all of the Obligations have been indefeasibly repaid in full in cash, all loans made by it to the Guarantors shall be subordinated in all respects to the Liabilities and subject in right of payment to the prior payment of the Liabilities in full in cash.

Intercompany Loans. (a) Each Borrower may make loans to the other Borrower (and such Borrower may incur the Indebtedness related thereto and repay such Indebtedness) subject to the following terms and conditions: (i) such loans shall be unsecured and be payable on demand; (ii) at the time any such intercompany loan is made by any Borrower to any other Borrower and after giving effect to such loan, both the Borrower making the loan and the Borrower receiving the loan shall be Solvent; (iii) the obligor of such loan shall use the proceeds thereof solely for its own working capital requirements arising in the ordinary course of business; (iv) each Borrower shall have executed and delivered to each other Borrower, on the Closing Date, a demand promissory note (an "Intercompany Note") to evidence any such intercompany Indebtedness owing at any time by such Borrower to such other Borrowers which Intercompany Notes shall be in form and substance satisfactory to the Agent and pledged to the Agent for the benefit of the Lenders; (v) each Borrower shall record all intercompany transactions on its books and records in a manner satisfactory to the Agent; (vi) the obligations of each Borrower under any such Intercompany Notes shall be subordinated to the Obligations of such Borrower hereunder in a manner satisfactory to the Agent; ; (vii) no Default or Event of Default would occur and be continuing after giving effect to the incurrence of any such proposed intercompany loan; and (viii) after giving effect to each such loan, the Borrower making the loan shall have unused Borrowing Availability of not less than ten percent (10%) of its Borrowing Base. Each Borrower hereby agrees that, until all of the Obligations have been indefeasibly repaid in full in cash, all loans made by it to the other Borrower shall be subordinated in all respects to the Obligations of such Borrower and subject in right of payment to the prior payment of the Obligations of such Borrower in full in cash. (b) Each Borrower may make loans to the Parent to permit the Parent to make a Permitted Acquisition (including, current payments of deferred purchase price payable with respect to a Permitted Acquisition, but subject to the subordination provisions set forth in this Agreement), all subject to satisfaction of the conditions set forth in SUBSECTION 8.3(B) and the following conditions: (i) such loans shall be unsecured and be payable on demand; (ii) at the time any such loan is made by any Borrower to the Parent and after giving effect to such loan, both the Borrower and the Parent shall be Solvent; (iii) the Parent shall use the proceeds thereof solely for a Permitted Acquisition; (iv) the Parent shall have executed and delivered to such Borrower a demand promissory note to evidence any such Indebtedness, which promissory note shall be in form and substance satisfactory to the Agent and pledged to the Agent for the benefit of the Lenders; (v) such Borrower shall record such loan transaction on its books and records in a manner satisfactory to the Agent; (vi) the obligations of the Parent under any such promissory note shall be subordinated in a manner satisfactory to the Agent; and (vii) after giving effect to each such loan, such Borrower shall have unused Borrowing Availability of not less than ten percent (10%) of its Borrowing Base.

Intercompany Loans. Notwithstanding any provision contained in this SECTION 6 to the contrary (a) Each Borrower each Obligor may make loans to the other Borrower Holdings (and such Borrower Holdings may incur the Indebtedness related thereto and repay such Indebtedness) and (b) each Borrower or Subsidiary thereof may make loans to other Borrowers or Subsidiaries thereof (and such Persons may incur the Indebtedness related thereto and repay such Indebtedness), in all cases subject to the following terms and conditions: (i) such loans shall be unsecured and shall be payable on demand; (ii) at the time any such intercompany loan is made by any Borrower to any other Borrower and after giving effect to each such loan, both the Borrower making the loan and the Borrower receiving the each party to such loan shall be Solvent; (iii) the obligor each recipient of such a loan shall use the proceeds thereof solely for its own working capital requirements arising in the ordinary course of its business, as permitted by this Agreement and applicable law; (iv) each Borrower shall have executed the cumulative amount of all such loans made from and delivered to each other Borrower, on after the Closing Date, Date to Subsidiaries of Obligors (which Subsidiaries are not formed under the laws of a demand promissory note (an "Intercompany Note"jurisdiction located within the United States of America) to evidence any such intercompany Indebtedness owing at any time by such Borrower to such other Borrowers which Intercompany Notes in connection with Permitted Acquisitions shall be not exceed $15,000,000 in form and substance satisfactory to the Agent and pledged to the Agent for the benefit of the Lendersaggregate; (v) each Borrower the aggregate amount of all such loans (other than those described in clause (iv) above) made to Subsidiaries of Obligors (which Subsidiaries are not formed under the laws of a jurisdiction located within the United States of America) shall record all intercompany transactions on its books and records in a manner satisfactory to the Agent;not exceed $5,000,000 at any time outstanding; and (vi) the obligations of each Borrower under any such Intercompany Notes Holdings shall be subordinated have delivered to the Obligations Agent a current list of such Borrower hereunder intercompany loans outstanding in a manner satisfactory to the Agent; accordance with CLAUSE (viiG) no Default or Event of Default would occur and be continuing after giving effect to the incurrence of any such proposed intercompany loan; andANNEX E hereto.

Intercompany Loans. Borrower and Operating Lessee each hereby acknowledges and agrees that for so long as the Loan remains outstanding with respect to each Intercompany Loan: (a) Each Borrower may make loans such Intercompany Loan shall be fully subordinate to the other Borrower (and such Borrower may incur the Indebtedness related thereto and repay such Indebtedness) subject to the following terms and conditions: (i) such loans shall be unsecured and be payable on demandLoan; (iib) at the time any such intercompany loan is made by any Borrower Intercompany Loan shall be non-recourse to any other Borrower and after giving effect any of its assets, including all of its right, title and interest in the Property, and amounts payable pursuant to such loan, both the Borrower making the loan and the Borrower receiving the loan Intercompany Loan shall be Solventonly permitted to the extent there is net cash flow available after those payments required pursuant to the Loan Documents; (iiic) any vote on account of a claim arising from such Intercompany Loan with respect to any plan of reorganization in a bankruptcy proceeding involving Borrower with respect thereto is hereby irrevocably assigned to the obligor of such loan shall use the proceeds thereof solely for its own working capital requirements arising in the ordinary course of businessLender; (ivd) each Borrower Operating Lessee shall have executed and delivered not take any action to each other Borrower, on enforce any of its rights or remedies to collect all or a portion of such Intercompany Loan while the Closing Date, a demand promissory note (an "Intercompany Note") to evidence any such intercompany Indebtedness owing at any time by such Borrower to such other Borrowers which Intercompany Notes shall be in form and substance satisfactory to the Agent and pledged to the Agent for the benefit of the LendersLoan remains outstanding; (ve) each Borrower such Intercompany Loan shall record all intercompany transactions on its books and records in not constitute a manner satisfactory claim against Borrower, except to the Agentextent funds are available to pay such amount as provided herein; (vif) the obligations of each Borrower under any such Intercompany Notes Loan shall be subordinated made on arms’ length terms; (g) any payment from Borrower to Operating Lessee under such Intercompany Loan shall be made by Borrower to the Obligations Operating Lessee Operating Account. In the event of such Borrower hereunder a conflict between any provision set forth in a manner satisfactory to this Section 5.2.8 and any other provision in this Agreement, the Agent; (vii) no Default or Event of Default would occur former shall govern and be continuing after giving effect to the incurrence of any such proposed intercompany loan; andcontrol.