Common use of Subordination of Intercompany Indebtedness, Receivables and Advances Clause in Contracts

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made until the prior indefeasible payment in full of all the Obligations, termination of the Commitments and the expiration and/or termination of all Letters of Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 105% of the then current L/C Exposure) (i) except intercompany receivables and intercompany advances permitted 119 pursuant to the terms hereof may be repaid, and interest, fees and other related amounts may be paid, and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, and interest, fees and other related amounts may be paid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by the Administrative Agent and the Required Lenders in writing.

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made until the prior indefeasible payment made, except (in full of all the Obligations, termination of the Commitments and the expiration and/or termination of all Letters of Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 105% of the then current L/C Exposureany such case) (i) except intercompany receivables and intercompany advances permitted 119 pursuant to the terms Article VII hereof may be repaid, and interest, fees and other related amounts may be paid, repaid and intercompany Indebtedness permitted pursuant to the terms Article VII hereof may be repaid, and interest, fees and other related amounts may be paid, in each case so long as no Default or Event of Default, Default shall have occurred and be continuing and (ii) except as specifically consented to by all the Administrative Agent and the Required Lenders in writing., until the Termination Date. (b) If any payment on any such intercompany Indebtedness, other intercompany receivables or intercompany advances shall be received by such Credit Party before the Termination Date (other than as permitted by Section 13.15(a) hereof), such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the applicable Collection Account for application in accordance with this Agreement. [Signature Pages Follow] 160

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of directly or indirectly made by or owed to such Loan Party by any other Credit Loan Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full in cash of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made until after the prior indefeasible payment in full of all the Obligations, termination of the Commitments and the expiration and/or termination of all Letters of Bank Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 105% of the then current L/C Exposure) Termination Date (i) except intercompany receivables and receivables, intercompany advances permitted 119 pursuant to the terms hereof may be repaid, and interest, fees and other related amounts may be paid, and intercompany Indebtedness permitted pursuant to the terms hereof may be paid or repaid, and interest, fees and other related amounts may be paid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by the Administrative Agent and the Required Lenders in writing. Each Loan Party hereby agrees that it will not become obligated or otherwise liable for any intercompany Indebtedness, or other intercompany receivable or intercompany advance that is owed to any Subsidiary of the Borrower or Holdings that is not a Loan Party, unless such Subsidiary agrees that such Indebtedness, receivable or advance (as applicable) is subordinated to the Obligations to the extent set forth above in the immediately preceding sentence and agrees to be bound by Section 11.16(b) as if it were a Loan Party that received a payment on such Indebtedness, receivable or advance.

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made until the prior indefeasible payment in full of all the Obligations, termination of the Commitments and the expiration and/or termination of all Letters of Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 105% of the then current L/C Exposure) (i) except intercompany receivables and intercompany advances permitted 119 pursuant to the terms hereof may be repaid, and interest, fees and other related amounts may be paid, and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, and interest, fees and other related amounts may be paid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by the Administrative Agent and the Required Lenders in writing.