Common use of Subordination of Intercompany Loans Clause in Contracts

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in full: (i) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created (collectively, "SENIOR CLAIMS"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall not, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor may (and upon direction from the Owner Participant shall) make payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner Participant; (c) without the consent of the Lease Indenture Trustee, the Subordinated Party shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") or otherwise) or cancel, set off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims over the Subordinated Claims created by this Section 2.1.

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in fullfull and the Facility Lease, the other Operative Documents and any agreement relating to Permitted Indebtedness have terminated in accordance with their terms: (a) (i) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment all principal of, premium, if any, interest and junior in right of payment toany other amounts owing on any Intercompany Loan made by any Loan Party, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created ("Subordinated Claims") shall be subordinate to the prior payment of and junior in right of payment to all principal of, premium, if any, and interest (including default interest and interest accruing after the initiation of any Proceeding whether or not allowed as a claim in such a Proceeding) owing in respect of all other Obligations owed by Xxxxx City under the Operative Documents and under any Permitted Indebtedness (collectively, "SENIOR CLAIMSSenior Claims"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall notno Loan Party shall, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor Loan Parties may (and upon direction from the Owner Participant shall) make regularly scheduled payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent so long as at such time Restricted Payments are permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement Amended and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner ParticipantRestated Security Deposit Agreement; (c) without the consent of the Lease Indenture Trustee, the Subordinated Party Parties shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under the related Intercompany Loan Agreement or an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") Subordinated Notes" or otherwise) ), or cancel, set off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the no Intercompany Borrower or Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims Secured Parties over the Subordinated Claims Parties created by this Section 2.1.

Subordination of Intercompany Loans. Until (a) The Borrowers acknowledge and agree that the payment of all Obligations shall have been indefeasibly paid principal, interest and all other charges with respect to the Intercompany Loans is expressly subordinated, in full: (i) the Subordinated Claims shall be subordinatedall respects, to the extent and in right of the manner hereinafter set forth, holders of the Liabilities to the prior payment of, and junior satisfaction in right full in cash of payment to, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created (collectively, "SENIOR CLAIMS");of the Liabilities. (b) without Upon the consent occurrence and during continuance of any Default or Event of Default, all payments owed by any Borrower with respect to the Intercompany Loans shall be made directly to the Administrative Agent, for the ratable benefit of the Lease Indenture TrusteeBanks, to retire amounts owed on the Owner Lessor Liabilities, and if any such payments are made by or on behalf of any Borrower to the Administrative Agent, then the balance of the principal, interest, fees and other charges outstanding with respect to the Intercompany Loans shall notbe reduced by the amount of all such payments. (c) In the event of any Insolvency or other similar proceeding initiated by or against any Borrower, directly or indirectlyall claims of the holders of the Intercompany Loans in such proceeding shall be deemed to be assigned to the Administrative Agent, make any payment for the ratable benefit of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claimsthe Banks. The holders of the Intercompany Loans hereby agree to execute all documents that the Administrative Agent requests in order to effectuate such assignment; provided, however, that such assignment shall terminate upon the Owner Lessor may earlier of (i) the discharge of such Borrower from such Insolvency or other similar proceedings and upon direction from the Owner Participant shall(ii) make payments (including prepayments) payment in full of interest and principal on account all of the Subordinated Claims to Liabilities. While such assignment is in effect, and with the extent of proceeds received from payments of Rent permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner Participant; (c) without the prior written consent of the Lease Indenture TrusteeRequired Banks, the Subordinated Party Administrative Agent shall have the exclusive right to exercise all of the rights of the holders of the Intercompany Loans arising from their claims under such proceedings (including, but not demandlimited to, xxx for rights to vote and to accept or accept any reject a proposed plan of reorganization or composition). (d) Upon payment or collateral distribution of any assets of any Borrower in any Insolvency or other similar proceeding initiated by or against such Borrower, whether voluntary or involuntary, all of the Liabilities shall first be paid in full before the holders of the Intercompany Loans shall receive or retain any assets so paid or distributed in respect of any Subordinated Claimsobligation of such Borrower to the holders of the Intercompany Loans for the Intercompany Loans. Any payment or distribution of assets of such Borrower to which the holders of the Intercompany Loans would be entitled shall be paid by such Borrower or by the holders of the Intercompany Loans, any receiver, trustee, assignee for benefit of creditors, agent or take other person making such payment of distribution to the Administrative Agent, for the ratable benefit of the Banks, in full prior to any other action payment or distribution to enforce their rights or exercise any remedies in respect the holders of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") or otherwise) or cancel, set off or otherwise discharge any part of any Subordinated Claims; andIntercompany Loans. (de) without the consent The holders of the Lease Indenture TrusteeIntercompany Loans shall be entitled to the right of subrogation with respect to payments to the Banks made hereunder, neither but only if the Owner Lessor nor the Subordinated Party Liabilities shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims over the Subordinated Claims created by this Section 2.1have been first paid in full in cash and discharged.

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in full: (i) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created (collectively, "SENIOR CLAIMS"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall not, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor may (and upon direction from the Owner Participant shall) make payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent permitted to be made pursuant to the terms of Section 2.1(b) 6.9 of the Lease Subordination Participation Agreement and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner Participant; (c) without the consent of the Lease Indenture Trustee, the Subordinated Party shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") or otherwise) or cancel, set off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims over the Subordinated Claims created by this Section 2.1.

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in fullfull and all Commitments shall have been terminated: (i) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment all principal of, premium, if any, interest and junior in right of payment toany other amounts owing on any Intercompany Loan made by any Loan Party, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created ("SUBORDINATED CLAIMS") shall be subordinate to the prior payment of and junior in right of payment to all principal of, premium, if any, and interest (including default interest and interest accruing after the initiation of any Proceeding whether or not allowed as a claim in such a Proceeding) owing in respect of Senior Debt and all other Obligations owed by the Loan Parties to the Secured Parties (collectively, "SENIOR CLAIMS"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall notno Loan Party shall, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor Loan Parties may (and upon direction from the Owner Participant shall) make regularly scheduled payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent so long as at such time Restricted Payments are permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner Participant;Senior Debt: (c) without the consent of the Lease Indenture Trustee, the Subordinated Party Parties shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under the related Intercompany Loan Agreement or an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") or otherwise) ), or cancel, set set-off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the no Intercompany Borrower or Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims Secured Parties over the Subordinated Claims Parties created by this Section 2.1.

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in full: (i) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created (collectively, "SENIOR CLAIMS"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall not, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor may (and upon direction from the Owner Participant shall) make payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement and clause third THIRD of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner Participant; (c) without the consent of the Lease Indenture Trustee, the Subordinated Party shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") or otherwise) or cancel, set off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims over the Subordinated Claims created by this Section 2.1.

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in full: (ia) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created (collectively, "SENIOR CLAIMSSenior Claims"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall not, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor may (and upon direction from the Owner Participant shall) make payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner Participant; (c) without the consent of the Lease Indenture Trustee, the Subordinated Party shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTESSubordinated Notes") or otherwise) or cancel, set off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims over the Subordinated Claims created by this Section 2.1.

Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in fullfull and the Facility Lease, the other Operative Documents and any agreement relating to Permitted Indebtedness have terminated in accordance with their terms: (a) (i) the Subordinated Claims shall be subordinated, to the extent and in the manner hereinafter set forth, to the prior payment all principal of, premium, if any, interest and junior in right of payment toany other amounts owing on any Intercompany Loan made by any Loan Party, any and all Obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created ("SUBORDINATED CLAIMS") shall be subordinate to the prior payment of and junior in right of payment to all principal of, premium, if any, and interest (including default interest and interest accruing after the initiation of any Proceeding whether or not allowed as a claim in such a Proceeding) owing in respect of all other Obligations owed by Xxxxx City under the Operative Documents and under any Permitted Indebtedness (collectively, "SENIOR CLAIMS"); (b) without the consent of the Lease Indenture Trustee, the Owner Lessor shall notno Loan Party shall, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Owner Lessor Loan Parties may (and upon direction from the Owner Participant shall) make regularly scheduled payments (including prepayments) of interest and principal on account of the Subordinated Claims to the extent of proceeds received from payments of Rent so long as at such time Restricted Payments are permitted to be made pursuant to the terms of Section 2.1(b) of the Lease Subordination Agreement Amended and clause third of Section 3.1 of the Lease Indenture or proceeds from common equity received from the Owner ParticipantRestated Security Deposit Agreement; (c) without the consent of the Lease Indenture Trustee, the Subordinated Party Parties shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under the related Intercompany Loan Agreement or an event of default under any promissory notes evidencing Subordinated Claims (collectively, "SUBORDINATED NOTES") " or otherwise) ), or cancel, set off or otherwise discharge any part of any Subordinated Claims; and (d) without the consent of the Lease Indenture Trustee, neither the Owner Lessor nor the no Intercompany Borrower or Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Senior Claims Secured Parties over the Subordinated Claims Parties created by this Section 2.1.