Common use of Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness Clause in Contracts

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company becomes or is declared due and payable before its stated maturity, then and in such event the Agent and the Banks shall be entitled to receive indefeasible payment in full of all amounts due and to become due on or in respect of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. If, notwithstanding the foregoing, any Company shall make any payment of Intercompany Indebtedness prohibited by the foregoing provisions of this Section, such payment shall be paid over and delivered forthwith to the Agent, for the benefit of the Agent and the Banks as their respective interests may appear. The provisions of this Section shall not apply to any payment with respect to which Section 2 hereof would be applicable.

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company Loan Party becomes or is declared due and payable before its stated maturity, then and in such event the Agent and the Banks Lenders shall be entitled to receive indefeasible payment in full Payment In Full of all amounts due and to become due on or in respect of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. If, notwithstanding the foregoing, any Company Loan Party shall make any payment of the Intercompany Indebtedness prohibited by the foregoing provisions of this SectionSection 4, such payment shall be paid over and delivered forthwith to the Administrative Agent, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear. The provisions of this Section 4 shall not apply to any payment with respect to which Section 2 hereof would be applicable.

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company Loan Party becomes or is declared due and payable before its stated maturity, then and in such event the Agent and the Banks Lenders shall be entitled to receive indefeasible payment in full of all amounts due and to become due on or in respect of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. If, notwithstanding the foregoing, any Company Loan Party shall make any payment of the Intercompany Indebtedness prohibited by the foregoing provisions of this Section, such payment shall be paid over and delivered forthwith to the Administrative Agent, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear. The provisions of this Section shall not apply to any payment with respect to which Section 2 hereof would be applicable.

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company Loan Party becomes or is declared due and payable before its stated maturitymaturity upon the occurrence of any event described in clauses (a) through (c) above, then and in such event the Agent and the Banks Lenders shall be entitled to receive indefeasible payment Payment in full of all amounts due and to become due on or in respect Full of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. 204504243 If, notwithstanding the foregoing, any Company Loan Party shall make any payment of the Intercompany Indebtedness prohibited by the foregoing provisions of this Section, such payment shall be paid over and delivered forthwith to the Administrative Agent, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear. The provisions of this Section shall not apply to any payment with respect to which Section 2 hereof would be applicable.

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company becomes or is declared due and payable before its stated maturity, then and in such event the Agent and the Banks Lenders shall be entitled to receive indefeasible payment in full of all amounts due and to become due on or in respect of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. If, notwithstanding the foregoing, any Company shall make any payment of Intercompany Indebtedness prohibited by the foregoing provisions of this Section, such payment shall be paid over and delivered forthwith to the Agent, for the benefit of the Agent and the Banks Lenders as their respective interests may appear. The provisions of this Section shall not apply to any payment with respect to which Section 2 hereof would be applicable.

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company becomes or is declared due and payable before its stated maturitymaturity and without consent for compromise, restructure or forbearance or similar accommodation by Agent as provided in Section 10, then and in such event the Agent and the Banks shall be entitled to receive indefeasible payment in full of all amounts due and to become due on or in respect of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. If, notwithstanding the foregoing, any Company shall make any payment of Intercompany Indebtedness prohibited by the foregoing provisions of this Section, such payment shall be paid over and delivered forthwith to the Agent, for the benefit of the Agent and the Banks as their respective interests may appear. The provisions of this Section shall not apply to any payment with respect to which Section 2 hereof would be applicable.

Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness owed by any Company Loan Party becomes or is declared due and payable before its stated maturitymaturity upon the occurrence of any event described in clauses (a) through (c) above, then and in such event the Agent and the Banks Lenders shall be entitled to receive indefeasible payment Payment in full of all amounts due and to become due on or in respect Full of the Senior Debt (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Intercompany Indebtedness is entitled to receive any payment thereon. - 2 - 204504243 If, notwithstanding the foregoing, any Company Loan Party shall make any payment of the Intercompany Indebtedness prohibited by the foregoing provisions of this Section, such payment shall be paid over and delivered forthwith to the Administrative Agent, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear. The provisions of this Section shall not apply to any payment with respect to which Section 2 hereof would be applicable5.