Common use of Subordination of Intercompany Notes Clause in Contracts

Subordination of Intercompany Notes. (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest thereon, and any other indebtedness for borrowed money now owing or which hereafter may become owing by or from a Loan Party to any other Loan Party, howsoever such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and any and all other obligations and liabilities of any kind owing by or from a Loan Party to any other Loan Party shall at all times and in all respects be subordinate and junior in right of payment to any and all obligations, liabilities and indebtedness of any kind of the Loan Parties to the Lenders, and their respective successors and assigns, including, without limitation, the Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees owing by the Loan Parties to the Agents and the Lenders. (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among the Borrowers, the other Loan Parties, the Agents and the Lenders have been terminated, no Loan Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany Note; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany Notes; or (E) commence or join with any other creditor or creditors of the Loan Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents under this Agreement and the other Loan Documents and in those assets. The Loan Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. The Loan Parties represent and warrant that all Intercompany Notes are and will remain unsecured.

Subordination of Intercompany Notes. (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest thereon, and any other indebtedness for borrowed money now owing or which hereafter may become owing by or from a Loan Party to any other Loan Party, howsoever such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and any and all other obligations and liabilities of any kind owing by or from a Loan Party to any other Loan Party shall at all times and in all respects be subordinate and junior in right of payment to any and all obligations, liabilities and indebtedness of any kind of the Loan Parties to the Lenders, and their respective successors and assigns, including, without limitation, the Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees Fees owing by the Loan Parties to the Agents and the Lenders. (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among between the BorrowersDomestic Borrower, the other Loan Parties, the Agents Parties and the Lenders have been terminated, no Loan Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany NoteNote without the prior written consent of the Agent; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany NotesNotes without obtaining the prior written consent of the Agent; or (E) commence or join with any other creditor or creditors of the Loan Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents Agent under this Agreement and the other Loan Documents and in those assets. The Loan Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. The Loan Parties represent and warrant that all Intercompany Notes are and will remain unsecured.

Subordination of Intercompany Notes. (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest thereon, and any other indebtedness for borrowed money now owing or which hereafter may become owing by or from a Loan Party to any other Loan Party, howsoever such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and any and all other obligations and liabilities of any kind owing by or from a Loan Party to any other Loan Party shall at all times and in all respects be subordinate and junior in right of payment to any and all obligations, liabilities and indebtedness of any kind of the Loan Parties to the Lenders, and their respective successors and assigns, including, without limitation, the Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees Fees owing by the Loan Parties to the Agents and Lenders; provided, however, that the LendersBorrowers may make payments in respect of Intercompany Notes in accordance with the provisions of Section 6.16(e). (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among between the BorrowersCompany, the other Loan Parties, the Agents Parties and the Lenders have been terminated, no Loan Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany NoteNote without the prior written consent of the Agent; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany NotesNotes without obtaining the prior written consent of the Agent; or (E) commence or join with any other creditor or creditors of the Loan Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents Agent under this Agreement and the other Loan Documents and in those assets. The Loan Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. . (c) The Loan Parties represent and warrant that all Intercompany Notes are and will remain unsecured, and (ii) shall not be subordinated to any Indebtedness other than the Obligations set forth in Section 6.16.

Subordination of Intercompany Notes. (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest thereon, and any other indebtedness for borrowed money now owing or which hereafter may become owing by or from a Loan Credit Party to any other Loan Credit Party, howsoever such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and any and all other obligations and liabilities of any kind owing by or from a Loan Credit Party to any other Loan Credit Party shall at all times and in all respects be subordinate and junior in right of payment to any and all obligations, liabilities and indebtedness of any kind of the Loan Credit Parties to the Lenders, and their respective successors and assigns, including, without limitation, the Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees owing by the Loan Credit Parties to the Agents and the Lenders; provided, however, that payments on Intercompany Notes may be made as permitted under Section 5.2(k). (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among between the BorrowersBorrower, the other Loan Parties, the Agents Credit Parties and the Lenders have been terminated, no Loan Credit Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Credit Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany NoteNote without the prior written consent of the Collateral Agent; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany NotesNotes without obtaining the prior written consent of the Collateral Agent; or (E) commence or join with any other creditor or creditors of the Loan Credit Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Credit Party. All rights, liens and security interests of each Loan Credit Party in any assets of any other Loan Credit Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents Collateral Agent under this Agreement and the other Loan Documents and in those assets. The Loan Credit Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. . (c) The Loan Credit Parties represent and warrant that all Intercompany Notes (i) are and will remain unsecured, and (ii) shall not be subordinated to any Indebtedness other than the Obligations as set forth in Section 5.2(b).

Subordination of Intercompany Notes. (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest thereon, and any other indebtedness for borrowed money now owing or which hereafter may become owing by or from a Loan Party to any other Loan Party, howsoever such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and any and all other obligations and liabilities of any kind owing by or from a Loan Party to any other Loan Party shall at all times and in all respects be subordinate and junior in right of payment to any and all obligations, liabilities and indebtedness of any kind of the Loan Parties to the Lenders, and their respective successors and assigns, including, without limitation, the Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees owing by the Loan Parties to the Agents and the Lenders. (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among the Borrowers, the other Loan Parties, the Agents and the Lenders have been terminated, no Loan Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany Note; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany Notes; or (E) commence or join with any other creditor or creditors of the Loan Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents under this Agreement and the other Loan Documents and in those assets. The Loan Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. The Loan Parties represent and warrant that all Intercompany Notes are and will remain unsecured.any

Subordination of Intercompany Notes. (a) All Indebtedness evidenced by an Intercompany Note, together with all accrued interest thereon, and any other indebtedness for borrowed money now owing or which hereafter may become owing by or from a Loan Party to any other Loan Party, howsoever such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and any and all other obligations and liabilities of any kind owing by or from a Loan Party to any other Loan Party shall at all times and in all respects be subordinate and junior in right of payment to any and all obligations, liabilities and indebtedness of any kind of the Loan Parties to the Lenders, and their respective successors and assigns, including, without limitation, the Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees Fees owing by the Loan Parties to the Agents and the Lenders. (b) Unless and until (i) all of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among between the BorrowersBorrower, the other Loan Parties, the Agents Parties and the Lenders have been terminated, no Loan Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany NoteNote without the prior written consent of the Agent; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany NotesNotes without obtaining the prior written consent of the Agent; or (E) commence or join with any other creditor or creditors of the Loan Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents Agent under this Agreement and the other Loan Documents and in those assets. The Loan Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. The Loan Parties represent and warrant that all Intercompany Notes are and will remain unsecured.

Subordination of Intercompany Notes. (a) All Each Grantor hereby agrees that the payment of the principal of, interest on, and all other amounts owing in respect of, any Intercompany Notes (the “Subordinated Indebtedness”) is expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Secured Obligations. (b) Upon the maturity of any Secured Obligations (including interest thereon or fees or any other amounts owing in respect thereof), whether at stated maturity, by acceleration or otherwise, all Obligations owing in respect thereof, in each case to the extent due and owing, shall first be paid in full in cash before any payment (whether in cash, property, securities or otherwise) is made on account of the Subordinated Indebtedness. (c) If any Event of Default under the Indenture is in existence, upon a notice from the Collateral Agent, the Grantors may not, directly or indirectly, make any payment of any Subordinated Indebtedness evidenced and may not acquire any Subordinated Indebtedness for cash or property until all Secured Obligations have been paid in full in cash. Each Grantor that is a holder of any Intercompany Note hereby agrees that, so long as any such Event of Default in respect of any Secured Obligations exists and a notice was provided by an Collateral Agent, it will not sxx for, or otherwise take any action to enforce the obligations to pay, amounts owing in respect of any Intercompany Note. (d) Subject to the terms of the Intercreditor Agreement, in the event that notwithstanding the provisions of the preceding clauses (b) and (c) of this Section, any Grantor shall make any payment on account of the Subordinated Indebtedness at a time when payment is not permitted by said clauses (b) or (c), such payment shall be held by the holder of the Intercompany Note, together with all accrued interest thereonin trust for the benefit of, and shall be paid forthwith over and delivered to, the Collateral Agent at any other indebtedness time prior to the date on which the Termination Date (as defined in the Indenture) for borrowed money now owing such Grantor has occurred for application to the payment in full in cash of all the applicable Secured Obligations. (e) Upon any distribution of assets of the issuer of any Intercompany Note upon dissolution, winding up, liquidation or which hereafter may become owing by reorganization of such issuer (whether in bankruptcy, insolvency, receivership proceedings, upon an assignment for the benefit of creditors or from a Loan Party otherwise), subject to the terms of the Intercreditor Agreement: (i) holders of all Secured Obligations shall first be entitled to receive payment in full in cash of all Secured Obligations (including, without limitation, post-petition interest at the rate provided in the documentation with respect to the Secured Obligations, whether or not such post-petition interest is an allowed claim against such issuer in any other Loan Party, howsoever bankruptcy or similar proceeding) before the holder of such indebtedness may be hereafter created, extended, renewed or evidenced, together with all accrued interest thereon and Intercompany Note is entitled to receive any and all other obligations and liabilities payment of any kind owing by or from a Loan Party to character on account of the Subordinated Indebtedness; (ii) any other Loan Party shall at all times and in all respects be subordinate and junior in right payment or distributions of payment to any and all obligations, liabilities and indebtedness assets of such issuer of any kind or character, whether in cash, property or securities to which the holder of such Intercompany Note would be entitled except for the provisions of this Section, shall be paid by the liquidating trustee or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee, directly to the Collateral Agent for application to the payment in full in cash of all the applicable Secured Obligations; and (iii) in the event that, notwithstanding the foregoing provisions of this Section, any payment or distribution of assets of such issuer of any kind or character, whether in cash, property or securities, shall be received by the holder of such Intercompany Note on account of Subordinated Indebtedness before all Secured Obligations are paid in full in cash, such payment or distribution shall be received and held in trust for and shall be paid over to the Collateral Agent for application to the payment in full in cash of all the applicable Secured Obligations. (f) Subject to the prior payment in full in cash of all Secured Obligations, the holder of any Intercompany Note shall be subrogated to the rights of the Loan Parties holders of Secured Obligations to receive payments or distributions of assets of the issuer of such Intercompany Note applicable to the LendersSecured Obligations until all amounts owing on such Intercompany Note shall be paid in full, and for the purpose of such subrogation no payments or distributions to the holders of the Secured Obligations by or on behalf of such issuer or by or on behalf of the holder of such Intercompany Note by virtue of this Section which otherwise would have been made to the holder of the Intercompany Note shall, as between such issuer, its creditors (other than the holders of Secured Obligations) and the holder of such Intercompany Note, be deemed to be payment by such issuer to or on account of the Secured Obligations, it being understood that the provisions of this Section are and are intended solely for the purpose of defining the relative rights of the holder of any Intercompany Note, on the one hand, and the holders of the Secured Obligations, on the other hand. (g) No right of the Collateral Agent or any present or future holders of any Secured Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of issuer of any Intercompany Note or by any act or failure to act in good faith by the Collateral Agent or any such holder, or by any noncompliance by such issuer with the terms and provisions of such Intercompany Note, regardless of any knowledge thereof which the Collateral Agent or such holder may have or be otherwise charged with. The Collateral Agent and the holders of the Secured Obligations may, without in any way affecting the obligations of the holder of the Intercompany Note with respect hereto, at any time or from time to time and in their respective successors and assignsabsolute discretion, change the manner, place or terms of payment of, change or extend the time of payment of, or renew or alter, any Secured Obligations (including, without limitation, increase the amount of Secured Obligations by extending additional credit to the Grantors) or amend, modify or supplement any agreement or instrument governing or evidencing such Secured Obligations or any other document referred to therein, or exercise or refrain from exercising any other of their rights under the Secured Obligations including, without limitation, the waiver of any Default or Event of Default or the release of any Collateral securing such Secured Obligations, Guaranteed Obligations and any extensions, renewals, modifications, and amendments thereof and all accrued interest thereon and any fees owing by without notice to or assent from the Loan Parties to the Agents and the Lenders. (b) Unless and until (i) all holder of the Guaranteed Obligations shall have been fully and finally paid and satisfied and (ii) all financing arrangements, including, but not limited to this Agreement, among the Borrowers, the other Loan Parties, the Agents and the Lenders have been terminated, no Loan Party shall, without the prior written consent of the Administrative Agent: (A) enforce or exercise any right of demand or setoff or commence any legal or other action against any other Loan Party to collect upon any Intercompany Note; (B) take or accept any collateral or security with respect to the obligations evidenced by any Intercompany Note; (C) commence foreclosure or any other similar type of proceedings or exercise any similar remedies in respect of any collateral for the obligations evidenced by any Intercompany Note; (D) enforce any judgment that it might obtain with respect to the obligations evidenced by the Intercompany Notes; or (E) commence or join with any other creditor or creditors of the Loan Parties in commencing any bankruptcy, reorganization or insolvency proceedings against such Loan Party. All rights, liens and security interests of each Loan Party in any assets of any other Loan Party and/or any other person securing the obligations evidenced by any Intercompany Note, whether now or hereafter arising and howsoever existing, shall be and hereby are subordinated to the rights and interests of the Agents under this Agreement and the other Loan Documents and in those assets. The Loan Parties shall have no right to possession of any such assets or to foreclose or execute upon any such assets, whether by judicial action or otherwise. The Loan Parties represent and warrant that all Intercompany Notes are and will remain unsecured.