Common use of Intercompany Subordination Clause in Contracts

Intercompany Subordination. (i) As to each Loan Party, all payments on account of the Intercompany Debt shall be subject, subordinate, and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment, in full, in cash and cash equivalents of the Obligations. (ii) As to each Loan Party, in the event of any payment or distribution of assets of any other Loan Party of any kind or character, whether in cash, property, or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Loan Party or its property, whether voluntary or involuntary, or in an Insolvency Proceeding or upon any other marshaling or composition of the assets and liabilities of such other Loan Party, or otherwise: (A) all amounts owing on account of the Obligations shall first be paid, in full, in cash, or payment provided for in cash and cash equivalents, before any Intercompany Debt Payment is made; and (B) to the extent permitted by applicable law, any Intercompany Debt Payment to which such Loan Party would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution directly to the Agent for the benefit of the Lenders for application to the payment of the Obligations in accordance with clause (A), after giving effect to any concurrent payment or distribution or provision therefor to the Lenders, or the Agent for the benefit thereof, in respect of such Obligations. (iii) So long as no Event of Default shall have occurred and be continuing or would result therefrom, each Loan Party may make, and each other Loan Party shall be entitled to accept and receive, payments on account of the Intercompany Debt in the ordinary course of business. If the Obligations have been declared or otherwise become due upon or following the occurrence of any Event of Default, or if an Event of Default has occurred and is continuing and the Agent delivers written notice to the Loan Parties to cease all payments on account of Intercompany Debt, then until such Event of Default is cured or waived, each Loan Party shall not make, and each other Loan Party shall not accept or receive, any Intercompany Debt Payment, and any payment received by any Loan Party on account of Intercompany Debt in contravention of this clause (iii) shall be held in trust for, and paid over to, the Agent.

Intercompany Subordination. (i) As to each Loan PartyEach Grantor covenants and agrees, irrespective of whether in or outside of any Proceeding, that the payment of any and all payments on account of the Intercompany Debt Subordinated Obligations shall be subject, subordinate, subordinate and junior, subject in right and time of payment and exercise of remediespayment, to the extent and in the manner set forth hereinin 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 payment, in full, in cash and cash equivalents written consent of the Obligations. (ii) As to each Loan PartyAdministrative Agent, in 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 cash, property or securities, including securities issued under a plan of reorganization or liquidation); and (b) any payment or distribution of assets of any other Loan Party such Person of any kind or character, whether in cash, propertyproperty or securities (including securities issued under a plan of reorganization or liquidation), or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Loan Party or its property, whether voluntary or involuntary, or in an Insolvency Proceeding or upon any other marshaling or composition of the assets and liabilities of such other Loan Party, or otherwise: (A) all amounts owing on account of the Obligations shall first be paid, in full, in cash, or payment provided for in cash and cash equivalents, before any Intercompany Debt Payment is made; and (B) to the extent permitted by applicable law, any Intercompany Debt Payment to which such Loan Party any Grantor would be entitled except for the provisions hereofthese provisions, shall be forthwith paid or delivered by the liquidating trustee in bankruptcy, receiver, assignee for the benefit of creditors, or agent or other liquidating agent Person making such payment or distribution directly to the Agent for the benefit of the Lenders for application Administrative Agent, to the payment of the Obligations extent necessary to make Payment in accordance with clause (A)Full, after giving effect to any concurrent payment or distribution or provision therefor to the Lendersholders of the Obligations. Until Payment in Full, or the Agent for the benefit thereof, in respect of such Obligations. (iii) So long as no Event of Default if a Proceeding shall have occurred occur and be continuing or would result therefromcontinuing, each Loan Party Grantor shall file all claims they may makehave against the other Grantors, and each other Loan Party shall be entitled direct the debtor in possession or trustee in bankruptcy, as appropriate, to accept and receive, payments forthwith pay over to the Administrative Agent all amounts due to the Grantors on account of the Intercompany Debt Subordinated Obligations until Payment in Full (which payment shall not be deemed to be a payment of, or otherwise credited against, the ordinary course of businessSubordinated 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 have no obligation or duty to) prepare, 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 such claim and its action or inaction 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, the Grantors shall not be entitled to withdraw or change such vote. Subject to Payment in Full and the provisions of Section 8.19, 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 declared applied to the Obligations, until all amounts payable under the Subordinated Obligations shall have been paid in full. For purposes of such subrogation, no payments or otherwise become due upon distributions to Administrative Agent or following the occurrence Lenders of any Event cash, property or securities to which the Grantors would be entitled except for the provisions of Defaultthis Section 8.20, or if an Event of Default has occurred and is continuing and the Agent delivers written notice no payment pursuant to the Loan Parties provisions of this Section 8.20 to cease all payments Administrative Agent or Lenders by the Grantors shall, as among the Grantors and its creditors (other than Administrative Agent and Lenders), be deemed to be a payment or distribution by the Grantors to or on account of Intercompany Debt, then until such Event of Default is cured or waived, each Loan Party shall not make, and each other Loan Party shall not accept or receive, any Intercompany Debt Payment, and any payment received by any Loan Party on account of Intercompany Debt in contravention of this clause (iii) shall be held in trust for, and paid over to, the AgentObligations.

Intercompany Subordination. (i) As to each Loan PartyEach Grantor covenants and agrees, irrespective of whether in or outside of any Proceeding, that the payment of any and all payments on account of the Intercompany Debt Subordinated Obligations shall be subject, subordinate, subordinate and junior, subject in right and time of payment and exercise of remediespayment, to the extent and in the manner set forth hereinin this Section 8.13, to Payment in Full. Whether in or outside of any Proceeding, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default 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 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 payment, in full, in cash and cash equivalents written consent of the Obligations. (ii) As to each Loan PartyHolder, in exercise any Subordinated Lender Remedies. In the event of and during any Proceeding involving any Grantor: (a) all Secured 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 cash, property or securities, including securities issued under a plan of reorganization or liquidation); and (b) any payment or distribution of assets of any other Loan Party such Person of any kind or character, whether in cash, propertyproperty or securities (including securities issued under a plan of reorganization or liquidation), or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Loan Party or its property, whether voluntary or involuntary, or in an Insolvency Proceeding or upon any other marshaling or composition of the assets and liabilities of such other Loan Party, or otherwise: (A) all amounts owing on account of the Obligations shall first be paid, in full, in cash, or payment provided for in cash and cash equivalents, before any Intercompany Debt Payment is made; and (B) to the extent permitted by applicable law, any Intercompany Debt Payment to which such Loan Party any Grantor would be entitled except for the provisions hereofthese provisions, shall be forthwith paid or delivered by the liquidating trustee in bankruptcy, receiver, assignee for the benefit of creditors, or agent or other liquidating agent Person making such payment or distribution directly to the Agent for the benefit of the Lenders for application Holder, to the payment of the Obligations extent necessary to make Payment in accordance with clause (A)Full, after giving effect to any concurrent payment or distribution or provision therefor to the Lendersholders of the Secured Obligations. Until Payment in Full, or the Agent for the benefit thereof, in respect of such Obligations. (iii) So long as no Event of Default if a Proceeding shall have occurred occur and be continuing or would result therefromcontinuing, each Loan Party Grantor shall file all claims they may makehave against the other Grantors, and each other Loan Party shall be entitled direct the debtor in possession or trustee in bankruptcy, as appropriate, to accept and receive, payments forthwith pay over to the Holder all amounts due to the Grantors on account of the Intercompany Debt Subordinated Obligations until Payment in Full (which payment shall not be deemed to be a payment of, or otherwise credited against, the ordinary course of businessSubordinated 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 Holder may (but shall have no obligation or duty to) prepare, execute, file and/or vote such claims in the Grantors’ names, and the Grantors also irrevocably authorize, empower and direct the Holder to demand, sxx for, collect and receive (or cause to do the same) every such payment or distribution; provided, however, that the Holder shall have no obligation or duty to execute, prepare, verify, deliver and/or file any such claim and its action or inaction shall not give rise to any claims or liability against the Holder. If the Holder votes any such claim in accordance with the authority granted hereof, the Grantors shall not be entitled to withdraw or change such vote. Subject to Payment in Full and the provisions of this Section 8.13, the Grantors shall be subrogated to the rights of the Holder to receive payments and distributions of cash, property and securities applicable to the Secured Obligations to the extent that distributions otherwise payable to the Grantors have been declared applied to the Secured Obligations, until all amounts payable under the Subordinated Obligations shall have been paid in full. For purposes of such subrogation, no payments or otherwise become due upon or following distributions to the occurrence Holder of any Event cash, property or securities to which the Grantors would be entitled except for the provisions of Defaultthis Section 8.13, or if an Event of Default has occurred and is continuing and the Agent delivers written notice no payment pursuant to the Loan Parties provisions of this Section 8.13 to cease all payments the Holder by the Grantors shall, as among the Grantors and its creditors (other than the Holder), be deemed to be a payment or distribution by the Grantors to or on account of Intercompany Debt, then until such Event of Default is cured or waived, each Loan Party shall not make, and each other Loan Party shall not accept or receive, any Intercompany Debt Payment, and any payment received by any Loan Party on account of Intercompany Debt in contravention of this clause (iii) shall be held in trust for, and paid over to, the AgentSecured Obligations.

Intercompany Subordination. (i) As to each Loan PartyEach Grantor covenants and agrees, irrespective of whether in or outside of any Proceeding, that the payment of any and all payments on account of the Intercompany Debt Subordinated Obligations shall be subject, subordinate, subordinate and junior, subject in right and time of payment and exercise of remediespayment, to the extent and in the manner set forth hereinin 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 payment, in full, in cash and cash equivalents written consent of the Obligations. (ii) As to each Loan PartyAdministrative Agent, in exercise any Subordinated Lender Remedies. In the event of and during any Proceeding involving any Grantor: (a) all Secured 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 cash, property or securities, including securities issued under a plan of reorganization or liquidation); and (b) any payment or distribution of assets of any other Loan Party such Person of any kind or character, whether in cash, propertyproperty or securities (including securities issued under a plan of reorganization or liquidation), or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Loan Party or its property, whether voluntary or involuntary, or in an Insolvency Proceeding or upon any other marshaling or composition of the assets and liabilities of such other Loan Party, or otherwise: (A) all amounts owing on account of the Obligations shall first be paid, in full, in cash, or payment provided for in cash and cash equivalents, before any Intercompany Debt Payment is made; and (B) to the extent permitted by applicable law, any Intercompany Debt Payment to which such Loan Party any Grantor would be entitled except for the provisions hereofthese provisions, shall be forthwith paid or delivered by the liquidating trustee in bankruptcy, receiver, assignee for the benefit of creditors, or agent or other liquidating agent Person making such payment or distribution directly to the Agent for the benefit of the Lenders for application Administrative Agent, to the payment of the Obligations extent necessary to make Payment in accordance with clause (A)Full, after giving effect to any concurrent payment or distribution or provision therefor to the Lendersholders of the Secured Obligations. Until Payment in Full, or the Agent for the benefit thereof, in respect of such Obligations. (iii) So long as no Event of Default if a Proceeding shall have occurred occur and be continuing or would result therefromcontinuing, each Loan Party Grantor shall file all claims they may makehave against the other Grantors, and each other Loan Party shall be entitled direct the debtor in possession or trustee in bankruptcy, as appropriate, to accept and receive, payments forthwith pay over to the Administrative Agent all amounts due to the Grantors on account of the Intercompany Debt Subordinated Obligations until Payment in Full (which payment shall not be deemed to be a payment of, or otherwise credited against, the ordinary course of businessSubordinated 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 have no obligation or duty to) prepare, 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 such claim and its action or inaction 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, the Grantors shall not be entitled to withdraw or change such vote. Subject to Payment in Full and the provisions of Section 8.19, 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 Secured Obligations to the extent that distributions otherwise payable to the Grantors have been declared applied to the Secured Obligations, until all amounts payable under the Subordinated Obligations shall have been paid in full. For purposes of such subrogation, no payments or otherwise become due upon distributions to Administrative Agent or following the occurrence Lenders of any Event cash, property or securities to which the Grantors would be entitled except for the provisions of Defaultthis Section 8.20, or if an Event of Default has occurred and is continuing and the Agent delivers written notice no payment pursuant to the Loan Parties provisions of this Section 8.20 to cease all payments Administrative Agent or Lenders by the Grantors shall, as among the Grantors and its creditors (other than Administrative Agent and Lenders), be deemed to be a payment or distribution by the Grantors to or on account of Intercompany Debt, then until such Event of Default is cured or waived, each Loan Party shall not make, and each other Loan Party shall not accept or receive, any Intercompany Debt Payment, and any payment received by any Loan Party on account of Intercompany Debt in contravention of this clause (iii) shall be held in trust for, and paid over to, the AgentSecured Obligations.