Common use of Intercompany Subordination Clause in Contracts

Intercompany Subordination. (a) Borrower agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as herein provided. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Guarantor or received, accepted, retained or applied by Borrower unless and until the Senior Indebtedness shall have been paid in full in cash; except that prior to the occurrence and continuance of an Event of Default, each Guarantor shall have the right to make payments, and the Borrower shall have the right to receive payments on the Subordinated Indebtedness from time to time as may be determined by Borrower. After the occurrence and during the continuance of an Event of Default, no payments of principal, interest or other amounts may be made or given, directly or indirectly, by or on behalf of any Guarantor or received, accepted, retained or applied by Borrower unless and until the Senior Indebtedness shall have been paid in full in cash. If any sums shall be paid to Borrower by any Guarantor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by the Borrower for the benefit of Agent and the Lenders and shall forthwith be paid to and applied by Agent against the Senior Indebtedness in accordance with the terms hereof. For purposes of this Section 10.14, the term (i) "

Intercompany Subordination. (a) The Borrower agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as herein provided. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Guarantor or received, accepted, retained or applied by the Borrower unless and until the Senior Indebtedness shall have been paid in full in cash; except that prior to the occurrence and continuance of an Event of Default, each Guarantor shall have the right to make payments, and the Borrower shall have the right to receive payments on the Subordinated Indebtedness from time to time as may be determined by the Borrower. After the occurrence and during the continuance of an Event of Default, no payments of principal, interest or other amounts may be made or given, directly or indirectly, by or on behalf of any Guarantor or received, accepted, retained or applied by the Borrower unless and until the Senior Indebtedness shall have been paid in full in cash. If any sums shall be paid to the Borrower by any Guarantor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by the Borrower for the benefit of Agent and the Lenders Lender and shall forthwith be paid to and applied by Agent the Lender against the Senior Indebtedness in accordance with the terms hereof. For purposes of this Section 10.149.14, the term (i) "

Intercompany Subordination. (a) Borrower and each Guarantor agrees that the Intercompany Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness Obligated Party Obligations (as defined below) as herein provided. The Intercompany Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Intercompany Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Guarantor Subordination Party (hereafter defined) or received, accepted, retained or applied by Borrower any Guarantor unless and until the Senior Indebtedness Obligated Party Obligations shall have been paid in full in cash; except that prior to the occurrence and continuance of an Event of a Default, each a Guarantor shall have the right to make paymentsreceive, accept, retain and the Borrower shall have the right to receive apply payments on the Intercompany Subordinated Indebtedness from time to time as may be determined by Borrowermade in the ordinary course of business. After the occurrence and during the continuance of an Event of a Default, no payments of principal, interest or other amounts may be made or given, directly or indirectly, by or on behalf of any Guarantor Subordination Party or received, accepted, retained or applied by Borrower any Guarantor unless and until the Senior Indebtedness Obligated Party Obligations shall have been paid in full in cash. If any sums shall be paid to Borrower a Guarantor by any Guarantor Subordination Party or any other Person on account of the Intercompany Subordinated Indebtedness when such payment is not permitted hereunderTHIRD AMENDED AND RESTATED CREDIT AGREEMENT, such sums shall be held in trust by the Borrower for the benefit of Agent and the Lenders and shall forthwith be paid to and applied by Agent against the Senior Indebtedness in accordance with the terms hereof. For purposes of this Section 10.14, the term (i) "Page 82

Intercompany Subordination. (a) Borrower agrees Each Grantor covenants and agrees, irrespective of whether in or outside of any Proceeding, that the payment of any and all of the Subordinated Indebtedness (as defined below) Obligations shall be subordinate and junior subject in right and time of payment payment, to the extent and in the manner set forth in this Section 8.20, to Payment in Full. Whether in or outside of any Proceeding, each Grantor hereby agrees that it shall not make (and will not permit any other Grantor to make), and each Grantor hereby agrees that it will not accept, any payment or distribution with respect to the Subordinated Obligations (including, without limitation, any payment or distribution received through the exercise of any right of setoff, counterclaim or crossclaim), until Payment in Full. Until Payment in Full, whether in or outside of any Proceeding, no Grantor shall, without the prior written consent of the Administrative Agent, exercise any Subordinated Lender Remedies. In the event of and during any Proceeding involving any Grantor: (a) all Obligations shall be Paid in Full before any Grantor shall be entitled to receive any payment or distribution of any kind on account of any Subordinated Obligations (whether in full cash, property or securities, including securities issued under a plan of reorganization or liquidation); and (b) any payment or distribution of assets of such Person of any kind or character, whether in cash, property or securities (including securities issued under a plan of reorganization or liquidation), to which any Grantor would be entitled except for these provisions, shall be forthwith paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Administrative Agent, to the extent necessary to make Payment in Full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of the Obligations. Until Payment in Full, if a Proceeding shall occur and be continuing, each Grantor shall file all Senior Indebtedness claims they may have against the other Grantors, and shall direct the debtor in possession or trustee in bankruptcy, as appropriate, to forthwith pay over to the Administrative Agent all amounts due to the Grantors on account of the Subordinated Obligations until Payment in Full (as defined below) as herein provided. The Subordinated Indebtedness which payment shall not be payabledeemed to be a payment of, and no payment of principalor otherwise credited against, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness Obligations). If the Grantors fail to file and/or vote such claims prior to thirty (30) days before the expiration of time to do so, the Administrative Agent may (but shall be made have no obligation or givenduty to) prepare, directly or indirectly by or execute, file and/or vote such claims in the Grantors’ names on behalf of the Lenders, and the Grantors also irrevocably authorize, empower and direct the Administrative Agent to demand, xxx for, collect and receive (or cause to do the same) every such payment or distribution; provided, however, that the Administrative Agent shall have no obligation or duty to execute, prepare, verify, deliver and/or file any Guarantor such claim and its action or receivedinaction shall not give rise to any claims or liability against any Agent or any Lender. If the Administrative Agent votes any such claim in accordance with the authority granted hereof, acceptedthe Grantors shall not be entitled to withdraw or change such vote. Subject to Payment in Full and the provisions of Section 8.19, retained or the Grantors shall be subrogated to the rights of Administrative Agent and Lenders to receive payments and distributions of cash, property and securities applicable to the Obligations to the extent that distributions otherwise payable to the Grantors have been applied by Borrower unless and to the Obligations, until all amounts payable under the Senior Indebtedness Subordinated Obligations shall have been paid in full in cash; except that prior to the occurrence and continuance full. For purposes of an Event of Default, each Guarantor shall have the right to make payments, and the Borrower shall have the right to receive payments on the Subordinated Indebtedness from time to time as may be determined by Borrower. After the occurrence and during the continuance of an Event of Defaultsuch subrogation, no payments of principal, interest or other amounts may be made distributions to Administrative Agent or given, directly or indirectly, by or on behalf Lenders of any Guarantor cash, property or receivedsecurities to which the Grantors would be entitled except for the provisions of this Section 8.20, acceptedand no payment pursuant to the provisions of this Section 8.20 to Administrative Agent or Lenders by the Grantors shall, retained as among the Grantors and its creditors (other than Administrative Agent and Lenders), be deemed to be a payment or applied distribution by Borrower unless and until the Senior Indebtedness shall have been paid in full in cash. If any sums shall be paid Grantors to Borrower by any Guarantor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by the Borrower for the benefit of Agent and the Lenders and shall forthwith be paid to and applied by Agent against the Senior Indebtedness in accordance with the terms hereof. For purposes of this Section 10.14, the term (i) "Obligations.