Common use of Subordination of Intercompany Indebtedness Clause in Contracts

Subordination of Intercompany Indebtedness. The Borrower agrees that it will not become obligated or otherwise liable for any intercompany Indebtedness (other than intercompany accounts receivable and payable in the ordinary course of business) that is owed to any Subsidiary of the Borrower, unless such Subsidiary agrees that (a) such Indebtedness is completely subordinated to the Obligations and subject in rights of payment to the prior payment in full of the Obligations, and (b) if an Event of Default has occurred and is continuing, no payment on any such Indebtedness shall be made until the payment in full of the Obligations. If any payment on intercompany Indebtedness is received by such Subsidiary prior to such time as the Obligations are paid in full, then such Subsidiary shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent and the Secured Parties, and shall forthwith deliver the same to the Administrative Agent in precisely the form received (except for the endorsement or assignment of such Subsidiary where necessary or advisable in the Administrative Agent’s reasonable judgment) for application to any of the Obligations, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Subsidiary and held in trust by such Subsidiary as the property of the Administrative Agent for the benefit of the Secured Parties.

Subordination of Intercompany Indebtedness. The CERI and the Borrower agrees agree that it they will not, and will not permit any Loan Party to, become obligated or otherwise liable for any intercompany Indebtedness (other than intercompany accounts receivable and payable in the ordinary course of business) that is owed to any Subsidiary of the BorrowerGroup Member who is not a Guarantor, unless such Subsidiary Group Member agrees in writing for the benefit of the Secured Parties that (a) such Indebtedness is completely subordinated to the Obligations and subject in rights right of payment to the prior payment in full of the Obligations, and (b) if an Event of Default has occurred and is continuing, no payment on any such Indebtedness shall be made until the payment in full in cash of the Obligations. If any payment on intercompany Indebtedness is received by such Subsidiary Group Member prior to such time as the Obligations are paid in full, then such Subsidiary Group Member shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent and the other Secured Parties, and shall forthwith deliver the same to the Administrative Agent in precisely the form received (except for the endorsement or assignment of such Subsidiary Group Member where necessary or advisable in the Administrative Agent’s 's reasonable judgment) for application to any of the Obligations, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Subsidiary Group Member and held in trust by such Subsidiary Group Member as the property of the Administrative Agent for the benefit of the Secured Parties.

Subordination of Intercompany Indebtedness. The WSCA and the Borrower agrees agree that it they will not, and will not permit any Loan Party to, become obligated or otherwise liable for any intercompany Indebtedness (other than intercompany accounts receivable and payable in the ordinary course of business) that is owed to any Subsidiary of the BorrowerGroup Member who is not a Guarantor, unless such Subsidiary Group Member agrees in writing for the benefit of the Secured Parties that (a) such Indebtedness is completely subordinated to the Obligations and subject in rights right of payment to the prior payment in full of the Obligations, and (b) if an Event of Default has occurred and is continuing, no payment on any such Indebtedness shall be made until the payment in full in cash of the Obligations. If any payment on intercompany Indebtedness is received by such Subsidiary Group Member prior to such time as the Obligations are paid in full, then such Subsidiary Group Member shall receive and hold the same in trust, as trustee, for the benefit of the Administrative Agent and the other Secured Parties, and shall forthwith deliver the same to the Administrative Agent in precisely the form received (except for the endorsement or assignment of such Subsidiary Group Member where necessary or advisable in the Administrative Agent’s reasonable 125 judgment) for application to any of the Obligations, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Subsidiary Group Member and held in trust by such Subsidiary Group Member as the property of the Administrative Agent for the benefit of the Secured Parties.