Common use of Subordination of Intercompany Obligations Clause in Contracts

Subordination of Intercompany Obligations. (a) Each Borrower executing this Agreement or any other Loan Document covenants and agrees that the payment of all obligations, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 13.25, to the prior payment in full in cash of all Obligations and that the subordination is for the benefit of Administrative Agent, the Issuing Bank, and Lenders, and Administrative Agent, the Issuing Bank, and Lenders may enforce such provisions directly. (b) Each Borrower executing this Agreement or any other Loan Document hereby (i) authorizes Administrative Agent, the Issuing Bank, and Lenders to demand specific performance of the terms of this Section 13.25 irrespective of whether any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 13.25 that are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Except to the extent otherwise permitted herein, upon any distribution of assets of any Borrower in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) all Obligations shall be fully and finally paid and performed and all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder shall be terminated before any Borrower is entitled to receive any payment on account of the Intercompany Obligations; (ii) any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, to which any other Borrower would be entitled, except for the provisions of this Section 13.25 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Administrative Agent, to the extent necessary to make full and final payment on the Obligations; and (iii) if any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, shall be received by any other Borrower on account of the Intercompany Obligations before the full and final payment and performance of the Obligations and the termination of all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder, such payment or distribution shall be received and held for and shall be paid over to Administrative Agent for application to the payment of the Obligations. (d) No right of Administrative Agent, the Issuing Bank, any Lender or any other present or future holders of any of the Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Borrower or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Subordination of Intercompany Obligations. (a) Each Borrower Loan Party executing this Agreement or any other Loan Document covenants and agrees that the payment of all obligationsObligations, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any BorrowerLoan Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower Loan Party to such BorrowerLoan Party, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 13.2513.22, to the prior payment in full in cash of all Obligations and that the subordination is for the benefit of the Administrative Agent, the Issuing Bank, and Lenders, Lenders and the Administrative Agent, the Issuing Bank, and Lenders may enforce such provisions directly. (b) Each Borrower Loan Party executing this Agreement or any other Loan Document hereby (i) authorizes the Administrative Agent, the Issuing Bank, and Lenders to demand specific performance of the terms of this Section 13.25 13.22 irrespective of whether any other Borrower Loan Party shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower Loan Party shall have failed to comply with any provisions of this Section 13.25 13.22 that are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Except to the extent otherwise permitted herein, upon any distribution of assets of any Borrower Loan Party in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) all Obligations shall be fully and finally paid and performed and all of the obligations of the Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder shall be terminated before any Borrower Loan Party is entitled to receive any payment on account of the Intercompany Obligations; (ii) any payment or distribution of assets of any Borrower Loan Party of any kind or character, whether in cash, property or securities, to which any other Borrower Loan Party would be entitled, except for the provisions of this Section 13.25 13.22 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Administrative Agent, to the extent necessary to make full and final payment on the Obligations; and (iii) if any payment or distribution of assets of any Borrower Loan Party of any kind or character, whether in cash, property or securities, shall be received by any other Borrower Loan Party on account of the Intercompany Obligations before the full and final payment and performance of the Obligations and the termination of all of the obligations of the Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder, such payment or distribution shall be received and held for and shall be paid over to the Administrative Agent for application to the payment of the Obligations. (d) No right of the Administrative Agent, the Issuing Bank, any Lender or any other present or future holders of any of the Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Borrower Loan Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower Loan Party with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Subordination of Intercompany Obligations. (a) Each Borrower Credit Party executing this Agreement or any other Loan Document covenants and agrees that the payment of all obligationsindebtedness, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any BorrowerCredit Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower Credit Party to such Borrower, including any intercompany trade payables or royalty or licensing fees Credit Party (collectively, the “Subordinated Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 13.2511.18, to the prior payment in full in cash of all Obligations (herein, the “Senior Obligations”) and that the subordination is for the benefit of Administrative Agent, the Issuing BankLender, and Lenders, and Administrative Agent, the Issuing Bank, and Lenders Lender may enforce such provisions directly. (b) Each Borrower Credit Party executing this Agreement or any other Loan Document hereby (i) authorizes Administrative Agent, the Issuing Bank, and Lenders Lender to demand specific performance of the terms of this Section 13.25 irrespective of 11.18, whether or not any other Borrower Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower Credit Party shall have failed to comply with any provisions of this Section 13.25 that 11.18 which are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Except to the extent otherwise permitted herein, upon Upon any distribution of assets of any Borrower Credit Party in any dissolution, winding-winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) all Obligations Lender shall first be fully and finally paid and performed and all entitled to receive payment in full in cash of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder shall be terminated Senior Obligations before any Borrower Credit Party is entitled to receive any payment on account of the Subordinated Intercompany Obligations;. (ii) any Any payment or distribution of assets of any Borrower Credit Party of any kind or character, whether in cash, property or securities, to which any other Borrower Credit Party would be entitled, entitled except for the provisions of this Section 13.25 11.18(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Administrative AgentLender, to the extent necessary to make payment in full and final of all Senior Obligations remaining unpaid after giving effect to any concurrent payment on the Obligations; andor distribution or provisions therefor to Lender. (iii) if In the event that notwithstanding the foregoing provisions of this Section 11.18(c), any payment or distribution of assets of any Borrower Credit Party of any kind or character, whether in cash, property or securities, shall be received by any other Borrower Credit Party on account of the Subordinated Intercompany Obligations before the full and final payment and performance of the all Senior Obligations and the termination of all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunderare paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to Administrative Agent Lender for application to the payment of the ObligationsSenior Obligations until all of the Senior Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to Lender. (d) No right of Administrative Agent, the Issuing Bank, any Lender or any other present or future holders of any of the Senior Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Borrower Credit Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower Credit Party with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Subordination of Intercompany Obligations. (a) Each Obligor agrees that upon the occurrence of any Bankruptcy Event with respect to the Borrower executing this Agreement or any other Loan Document covenants and agrees that the payment of all obligations, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Borrower), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Borrower to such Borrower, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 13.25, to the prior payment in full in cash of all Obligations and that the subordination is for the benefit of Administrative Agent, the Issuing Bank, and Lenders, and Administrative Agent, the Issuing Bank, and Lenders may enforce such provisions directly. (b) Each Borrower executing this Agreement or any other Loan Document hereby (i) authorizes Administrative Agent, the Issuing Bank, and Lenders to demand specific performance of the terms of this Section 13.25 irrespective of whether any other Borrower shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower shall have failed to comply with any provisions of this Section 13.25 that are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Except to the extent otherwise permitted herein, upon any distribution of assets of any Borrower in any dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise):its Subsidiaries: (i) all Secured Obligations shall be fully and finally paid and performed and all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder shall be terminated in full before any payment or distribution is made with respect to any Intercompany Debt owed to such Obligor by the Borrower is entitled to receive or any payment on account of such Subsidiary, as the Intercompany Obligations;case may be; and (ii) until the Secured Obligations shall be paid in full in accordance with subsection 3.5, any payment or distribution of assets of the Borrower or any Borrower of any kind or charactersuch Subsidiary, as the case may be, whether in cash, property or securities, to which any other Borrower such Obligor would be entitled, entitled except for the provisions of this Section 13.25 hereof, shall be paid or delivered by the Borrower or such Subsidiary, as the case may be, or any receiver, trustee in bankruptcy, liquidating trustee or trustee, disbursing agent or other Person making such payment or distribution distribution, directly to the Administrative Agent, to the extent necessary to make pay in full all Secured Obligations in accordance with subsection 3.5, before any payment or distribution shall be made to such Obligor. (b) Upon the occurrence of any Bankruptcy Event with respect to the Borrower or any of its Subsidiaries: (i) each Obligor irrevocably authorizes and final empowers the Administrative Agent (A) to demand, sue xxx, collect and receive every payment or distribution on account of the Intercompany Debt payable or deliverable to such Obligor in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name, or in the name of such Obligor or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement provided that the foregoing authorization and empowerment imposes no obligation on the ObligationsAdministrative Agent to take any such action; (ii) such Obligor shall, to the extent permitted by applicable law, take such action, duly and promptly, as the Administrative Agent may request from time to time (A) to collect the Intercompany Debt payable to such Obligor for the account of the Secured Parties and (B) to file appropriate proofs of claim in respect of such Intercompany Debt; and (iii) such Obligor shall, to the extent permitted by applicable law, execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Administrative Agent may request to enable the Administrative Agent to enforce any and all claims in respect of the Intercompany Debt payable to such Obligor and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of such Intercompany Debt. (c) Until the Secured Obligations shall have been paid in full in accordance with subsection 3.5, if any payment or distribution of assets of any Borrower of any kind or characterdistribution, whether in cashconsisting of money, property or securities, shall be collected or received by any other Obligor in respect of Intercompany Debt owed to it by the Borrower on account or any of its Subsidiaries after the Intercompany Obligations before occurrence of a Bankruptcy Event with respect to the Borrower or any such Subsidiary, as the case may be, such Obligor forthwith shall deliver the same to the Administrative Agent, in the form received, duly indorsed to the Administrative Agent, to the extent necessary to pay in full and final payment and performance of the Obligations and the termination of all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunderSecured Obligations in accordance with subsection 3.5. Until so delivered, such payment or distribution shall be received and held for and shall be paid over to Administrative Agent for application to in trust by such Obligor as the payment property of the ObligationsSecured Parties, segregated from other funds and property held by such Obligor. (d) No right of Administrative Agent, the Issuing Bank, any Lender or any other present or future holders of any of the Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Borrower or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Subordination of Intercompany Obligations. (a) Each Borrower Credit Party executing this Agreement or any other Loan Document covenants and agrees that the payment of all obligationsindebtedness, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any BorrowerCredit Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any Credit Party to any other Borrower to such BorrowerCredit Party, including any intercompany trade payables or royalty or licensing fees including, without limitation, the Parent Advances (collectively, the “Subordinated Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 13.2513.24, to the prior payment in full in cash of all Obligations (herein, the “Senior Obligations”) and that the subordination is for the benefit of the Administrative Agent, the Issuing Bank, Agent and Lenders, and Administrative Agent, the Issuing Bank, and Lenders Agent may enforce such provisions directly. (b) Each Borrower Credit Party executing this Agreement or any other Loan Document hereby (i) authorizes Administrative Agent, the Issuing Bank, and Lenders Agent to demand specific performance of the terms of this Section 13.25 irrespective of 13.24, whether or not any other Borrower Credit Party shall have complied with any of the provisions hereof applicable to it, at any time when such Borrower Credit Party shall have failed to comply with any provisions of this Section 13.25 that 13.24 which are applicable to it and (ii) to the extent not prohibited by applicable law irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (c) Except to the extent otherwise permitted herein, upon Upon any distribution of assets of any Borrower Credit Party in any dissolution, winding-winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) all Obligations The Administrative Agent and Lenders shall first be fully and finally paid and performed and all entitled to receive payment in full in cash of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunder shall be terminated Obligations before any Borrower Credit Party is entitled to receive any payment on account of the Subordinated Intercompany Obligations;. (ii) any Any payment or distribution of assets of any Borrower Credit Party of any kind or character, whether in cash, property or securities, to which any other Borrower Credit Party would be entitled, entitled except for the provisions of this Section 13.25 13.24, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Administrative Agent, to the extent necessary to make payment in full of all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to the Administrative Agent and final payment on the Obligations; andLenders. (iii) if In the event that notwithstanding the foregoing provisions of this Section 13.24, any payment or distribution of assets of any Borrower Credit Party of any kind or character, whether in cash, property or securities, shall be received by any other Borrower Credit Party on account of the Subordinated Intercompany Obligations before the full and final payment and performance of the all Senior Obligations and the termination of all of the obligations of Administrative Agent, the Issuing Bank, and Lenders to make extensions of credit hereunderare paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to the Administrative Agent for application to the payment of the ObligationsSenior Obligations until all of the Senior Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the Administrative Agent and Lenders. (div) No right of the Administrative Agent, the Issuing Bank, any Lender Agent and Lenders or any other present or future holders of any of the Senior Obligations to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Borrower Credit Party or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Borrower Parent with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]