Common use of Subordination of Intercompany Indebtedness Clause in Contracts

Subordination of Intercompany Indebtedness. Each Loan Party hereby agrees that any indebtedness of any other Loan Party now or hereafter owing to such Loan Party, whether heretofore, now or hereafter created (the “Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 of this Agreement, the Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Loan Party shall accept any payment of or on account of any Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party as trustee for the Credit Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Party’s liability hereunder. Each Loan Party agrees to file all claims against the Loan Party from whom the Loan Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Subordinated Debt, and Administrative Agent shall be entitled to all of such Loan Party’s rights thereunder. If for any reason a Loan Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party hereby irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact, and Administrative Agent is hereby authorized to act as attorney-in-fact in such Loan Party’s name to file such claim or, in Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party hereby assigns to the Administrative Agent all of such Loan Party’s rights to any payments or distributions to which such Loan Party otherwise would be entitled. If the amount so paid is greater than such Loan Party’s liability hereunder, Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Party hereby irrevocably appoints Administrative Agent as its attorney-in-fact to exercise all of such Loan Party’s voting rights in connection with any Bankruptcy Event of the Loan Party or Loan Party from whom the Loan Party Subordinated Debt is owing. (Signature Pages Follow)

Subordination of Intercompany Indebtedness. Each Loan Credit Party hereby agrees that any indebtedness Indebtedness of any other Loan Credit Party or any Subsidiary of such Credit Party or any other Credit Party now or hereafter owing to such Loan Credit Party, whether heretofore, now or hereafter created (the “Loan Credit Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 upon the occurrence and during the continuance of this Agreementan Event of Default, the Loan Credit Party Subordinated Debt shall not be paid in whole or in part until Payment in Full of the Obligations have been paid in full and this Agreement is terminated and of no further force or effectObligations. No Loan Credit Party shall make or accept any payment of or on account of any Loan Credit Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Credit Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Credit Party as trustee for the Credit Parties Agent and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Credit Party’s liability hereunder. Each Loan Credit Party agrees to file all claims against the Loan Credit Party from whom the Loan Credit Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Credit Party Subordinated Debt, and Administrative the Agent shall be entitled to all of such Loan Credit Party’s rights thereunder. If for any reason a Loan any Credit Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Credit Party hereby irrevocably appoints Administrative the Agent as its true and lawful attorney-in-fact, and Administrative the Agent is hereby authorized to act as attorney-in-fact in such Loan Credit Party’s name to file such claim or, in Administrative the Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Credit Party hereby assigns to the Administrative Agent all of such Loan Credit Party’s rights to any payments or distributions to which such Loan Credit Party otherwise would be entitled. If the amount so paid is greater than such Loan Credit Party’s liability hereunder, Administrative the Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Credit Party hereby irrevocably appoints Administrative the Agent as its attorney-in-fact to exercise all of such Loan Credit Party’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party any Borrower or Loan any Credit Party from whom the Loan Credit Party Subordinated Debt is owing. (Signature Pages Follow).

Subordination of Intercompany Indebtedness. Each Loan Credit Party hereby agrees that any indebtedness Indebtedness of any other Loan Credit Party or any Subsidiary of such Credit Party or any other Credit Party now or hereafter owing to such Loan Credit Party, whether heretofore, now or hereafter created (the “Loan Credit Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 upon the occurrence and during the continuance of this Agreementan Event of Default, the Loan Credit Party Subordinated Debt shall not be paid in whole or in part until Payment in Full of the Obligations have been paid in full and this Agreement is terminated and of no further force or effectObligations. No Loan Credit Party shall make or accept any payment of or on account of any Loan Credit Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Credit Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Credit Party as trustee for the Credit Parties Agent and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Credit Party’s liability hereunder. Each Loan Credit Party agrees to file all claims against the Loan Credit Party from whom the Loan Credit Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Credit Party Subordinated Debt, and Administrative the Agent shall be entitled to all of such Loan Credit Party’s rights thereunder. If for any reason a Loan any Credit Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Credit Party hereby irrevocably appoints Administrative the Agent as its true and lawful attorney-in-fact, and Administrative the Agent is hereby authorized to act as attorney-in-fact in such Loan Credit Party’s name to file such claim or, in Administrative the Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In in all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Credit Party hereby assigns to the Administrative Agent all of such Loan Credit Party’s rights to any payments or distributions to which such Loan Credit Party otherwise would be entitled. If the amount so paid is greater than such Loan Credit Party’s liability hereunder, Administrative the Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Credit Party hereby irrevocably appoints Administrative the Agent as its attorney-in-fact to exercise all of such Loan Credit Party’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party any Borrower or Loan any Credit Party from whom the Loan Credit Party Subordinated Debt is owing. (Signature Pages Follow).

Subordination of Intercompany Indebtedness. Each Loan Party hereby agrees that any indebtedness Indebtedness of any other Loan Party now or hereafter owing to such Loan Party, whether heretofore, now or hereafter created (the “Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 of this Agreement6.10, the Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Loan Party shall accept any payment of or on account of any Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party as trustee for the Credit Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Party’s liability hereunder. Each Loan Party agrees to file all claims against the Loan Party from whom the Loan Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such Loan Party’s rights thereunder. If for any reason a Loan Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Loan Party’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party hereby assigns to the Administrative Agent all of such Loan Party’s rights to any payments or distributions to which such Loan Party otherwise would be entitled. If the amount so paid is greater than such Loan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Loan Party’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party or Loan Party from whom the Loan Party Subordinated Debt is owing. (Signature Pages Follow).

Subordination of Intercompany Indebtedness. Each Loan Party hereby agrees that any indebtedness Indebtedness of any other Loan Party now or hereafter owing to such Loan Party, whether heretofore, now or hereafter created (the “Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 of this Agreement6.10, the Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Loan Party shall accept any payment of or on account of any Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party as trustee for the Credit Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Party’s liability hereunder. Each Loan Party agrees to file all claims against the Loan Party from whom the Loan Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such Loan Party’s rights thereunder. If for any reason a Loan Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Loan Party’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party hereby assigns to the Administrative Agent all of such Loan Party’s rights to any payments or distributions to which such Loan Party otherwise would be entitled. If the amount so paid is greater than such Loan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Loan Party’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party or Loan Party from whom the Loan Party Subordinated Debt is owing. (Signature Pages Follow).

Subordination of Intercompany Indebtedness. Each Loan Party Borrower hereby agrees that any indebtedness Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower or Loan Party now or hereafter owing to such Loan PartyBorrower, whether heretofore, now or hereafter created (the “Loan Party Borrower Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 of this Agreement6.10, the Loan Party Borrower Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Loan Party Borrower shall accept any payment of or on account of any Loan Party Borrower Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Borrower Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party Borrower as trustee for the Credit Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan PartyBorrower’s liability hereunder. Each Loan Party Borrower agrees to file all claims against the Borrower or Loan Party from whom the Loan Party Borrower Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Borrower Subordinated Debt, and the Administrative Agent shall be entitled to all of such Loan PartyBorrower’s rights thereunder. If for any reason a Loan Party Borrower fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Loan PartyBorrower’s name to file such claim or, in the #33621191 Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party Borrower hereby assigns to the Administrative Agent all of such Loan PartyBorrower’s rights to any payments or distributions to which such Loan Party Borrower otherwise would be entitled. If the amount so paid is greater than such Loan PartyBorrower’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Party Borrower hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Loan PartyBorrower’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party Borrower or Loan Party from whom the Loan Party Borrower Subordinated Debt is owing. (Signature Pages Follow).

Subordination of Intercompany Indebtedness. Each Loan Party Borrower hereby agrees that any indebtedness Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower or Loan Party now or hereafter owing to such Loan PartyBorrower, whether heretofore, now or hereafter created (the “Loan Party Borrower Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 of this Agreement6.10, the Loan Party Borrower Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Loan Party Borrower shall accept any payment of or on account of any Loan Party Borrower Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Borrower Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party Borrower as trustee for the Credit Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan PartyBorrower’s liability hereunder. Each Loan Party Borrower agrees to file all claims against the Borrower or Loan Party from whom the Loan Party Borrower Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Borrower Subordinated Debt, and the Administrative Agent shall be entitled to all of such Loan PartyBorrower’s rights thereunder. If for any reason a Loan Party Borrower fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Loan PartyBorrower’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party Borrower hereby assigns to the Administrative Agent all of such Loan PartyBorrower’s rights to any payments or distributions to which such Loan Party Borrower otherwise would be entitled. If the amount so paid is greater than such Loan PartyBorrower’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Party Borrower hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Loan PartyBorrower’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party Borrower or Loan Party from whom the Loan Party Borrower Subordinated Debt is owing. (Signature Pages Follow)Exhibit A to FirstFourth Amendment #37466145

Subordination of Intercompany Indebtedness. Each Loan Party hereby agrees that any indebtedness Indebtedness of any other Loan Party now or hereafter owing to such Loan Party, whether heretofore, now or hereafter created (the “Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.08 of this Agreement, that the Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect, provided that, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby and such Indebtedness is expressly permitted hereunder, the Loan Parties may make and receive such payments in respect of Loan Party Subordinated Debt as shall be customary in the ordinary course of the Loan Parties’ business. No Loan Party shall accept any payment of or on account of any Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party as trustee for the Credit Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Party’s liability hereunder. Each Loan Party agrees to file all claims against the Loan Party from whom the Loan Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such Loan Party’s rights thereunder. If for any reason a Loan Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Loan Party’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party hereby assigns to the Administrative Agent all of such Loan Party’s rights to any payments or distributions to which such Loan Party otherwise would be entitled. If the amount so paid is greater than such Loan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Loan Party’s voting rights in connection with any Bankruptcy Event bankruptcy proceeding or any plan for the reorganization of the Loan Party or Loan Party from whom the Loan Party Subordinated Debt is owing. (Signature Pages Follow).