Common use of Intercorporate Obligations Clause in Contracts

Intercorporate Obligations. 7.8.1 Unless otherwise instructed by the Agent, if and for as long as a Default has occurred and is continuing, or would result from payment of Intercorporate Obligations by one Restricted Party to another, payment of Intercorporate Obligations shall be and is hereby postponed to the indefeasible payment in full in cash of the Obligations and the Other Secured Obligations and: (a) any Restricted Party that is indebted to another Restricted Party shall neither make nor be entitled to make and any Restricted Party to whom the Intercorporate Obligations are owed shall not receive or be entitled to receive any payment, prepayment or other compensation in respect of the Intercorporate Obligations, and if a Restricted Party to whom the Intercorporate Obligations are owed receives any payment, prepayment or other compensation in respect of the Debt contrary to this Section 7.8.1, the payment, prepayment or compensation shall be held by the recipient Restricted Party in trust for the Agent and the Lenders and holders of Other Secured Obligations (including Affiliates of Lenders, Former Lenders and Affiliates of Former Lenders), separate and apart from its own property, and shall be immediately paid over to the Agent on behalf of the Lenders for application to the Obligations and Other Secured Obligations; (b) no Restricted Party to whom the Intercorporate Obligations are owed shall be entitled to accelerate the time for payment of the Intercorporate Obligations, petition the indebted Restricted Party into bankruptcy or participate in any bankruptcy proceeding of the indebted Restricted Party, initiate or participate in any similar proceeding (including a proceeding in respect of the indebted Restricted Party under the Companies’ Creditors Arrangement Act (Canada)), or initiate or participate any proceeding claiming judgment for payment or performance of any of those Intercorporate Obligations. 7.8.2 Each Obligor that has granted Security acknowledges that, under the terms of such Security, all Intercorporate Obligations owing to it are assigned as security to the Agent and the Lenders. Upon any Obligations becoming due and payable under Section 8.2, the Agent on behalf of the Lenders may with the consent of the Required Lenders terminate the postponement in Section 7.8.1 as to any or all Intercorporate Obligations, in which case those Intercorporate Obligations shall be paid to the Agent on behalf of the Lenders or as the Required Lenders direct free of any set off, counterclaim, defence or other right that the Obligors, or any of them, owing Intercorporate Obligations may assert against the Obligors, or any of them, to whom Intercorporate Obligations are owed. 7.8.3 The Borrowers shall ensure that each Restricted Party not a party hereto complies with this Section 7.8.

Intercorporate Obligations. 7.8.1 Unless otherwise instructed by On or before the Agent, if Closing Time and for as long as a Default has occurred and is continuing, or would result from payment of Intercorporate Obligations by one Restricted Party to another, payment of Intercorporate Obligations shall be and is hereby postponed notwithstanding anything to the indefeasible payment in full in cash of the Obligations and the Other Secured Obligations andcontrary provided herein: (a) Vendor shall cause any Restricted Party that is indebted to another Restricted Party shall neither make nor be entitled to make and any Restricted Party to whom the Intercorporate Obligations are owed shall not receive or be entitled to receive any payment, prepayment or other compensation in respect indebtedness of the Intercorporate Obligations, and if a Restricted Party to whom the Intercorporate Obligations are owed receives any payment, prepayment or other compensation in respect of the Debt contrary to this Section 7.8.1, the payment, prepayment or compensation shall be held by the recipient Restricted Party in trust for the Agent Corporation and the Lenders and holders Subsidiaries to Vendor or to any of Other Secured Obligations Vendor’s Affiliates (including Affiliates of Lenders, Former Lenders and Affiliates of Former Lenders), separate and apart from its own property, and shall be immediately paid over other than to the Agent on behalf of the Lenders for application Corporation or a Subsidiary) to the Obligations be paid or otherwise satisfied, including by set-off, except as contemplated by Articles 2 and Other Secured Obligations3 hereof; (b) no Restricted Party Vendor shall, and shall cause its Affiliates (other than the Corporation or the Subsidiaries) to, pay or otherwise satisfy any amounts owed by them to whom the Intercorporate Obligations Corporation and the Subsidiaries; and (c) Vendor shall use reasonable commercial efforts to cause any guarantees, credit support or other financial assurances provided by Vendor or its Affiliates (other than the Corporation or the Subsidiaries) to counterparties who have Contracts with the Corporation or any Subsidiary, which are owed listed on Schedule 9.4(c), to be released in a manner that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect subject to Purchaser complying with its obligations in this Section 9.4. For purposes of Section 9.4(a) above, the Allocated Interest Payable shall on or prior to the Closing Time be eliminated without any transfer of funds or other assets, or properties or making of obligations, and on and after the Closing Time any and all obligations of the Corporation and any Subsidiary therefor shall be entitled deemed to accelerate the be fully satisfied and terminated. Purchaser will at Vendor’s request at any time for payment as part of the Intercorporate ObligationsClosing furnish any guarantees, petition credit support or other financial assurances as may be required by the indebted Restricted Party into bankruptcy counterparties referred to in Section 9.4(c) above so that Vendor and its Affiliates can be released from their obligations in that regard, so long as Purchaser’s compliance with this provision would not reasonably be expected to have a Material Adverse Effect, a material adverse effect on Purchaser or participate substantially increase the cost of providing such guarantees, credit supports or other financial assurances compared to those costs in any bankruptcy proceeding place and incurred by Vendor and its Affiliates as of the indebted Restricted Party, initiate or participate in any similar proceeding (including a proceeding in respect of the indebted Restricted Party under the Companies’ Creditors Arrangement Act (Canada)), or initiate or participate any proceeding claiming judgment for payment or performance of any of those Intercorporate Obligationsdate hereof. 7.8.2 Each Obligor that has granted Security acknowledges that, under the terms of such Security, all Intercorporate Obligations owing to it are assigned as security to the Agent and the Lenders. Upon any Obligations becoming due and payable under Section 8.2, the Agent on behalf of the Lenders may with the consent of the Required Lenders terminate the postponement in Section 7.8.1 as to any or all Intercorporate Obligations, in which case those Intercorporate Obligations shall be paid to the Agent on behalf of the Lenders or as the Required Lenders direct free of any set off, counterclaim, defence or other right that the Obligors, or any of them, owing Intercorporate Obligations may assert against the Obligors, or any of them, to whom Intercorporate Obligations are owed. 7.8.3 The Borrowers shall ensure that each Restricted Party not a party hereto complies with this Section 7.8.