Terms of Subordination of Intercompany Debt Obligations. The Intercompany Debt Obligations shall be subordinate and junior in right of payment to the full and prior payment in cash of the Senior Obligations and the Junior Lien Obligations to the extent and in the manner hereinafter set forth: (a) Upon the occurrence and during the continuance of either (x) an Enforcement Event or (y) a Junior Event of Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded) (i) each Intercompany Lender hereby authorizes and empowers the Controlling Representative acting on behalf of the Controlling Parties and, subject to the terms and conditions hereof, to demand, xxx for, collect and receive every payment or distribution made on or in respect of the Intercompany Debt Obligations, and to file claims and take such other proceedings, in the name of the holders of the Intercompany Debt Obligations, as the Controlling Parties or the Controlling Representative acting on their behalf may deem necessary or advisable for the enforcement of the provisions hereof and (ii) each Intercompany Lender further agrees duly and promptly to take such action as may be requested by the Controlling Parties or the Controlling Representative acting on their behalf to collect the indebtedness evidenced by any note issued under the Intercompany Debt Documents or otherwise owing to it under the Intercompany Debt Documents and/or to file appropriate proofs of claim in respect to such indebtedness, and to execute and deliver to the Controlling Parties or the Controlling Representative acting on their behalf on demand such powers of attorney, proofs of claim, assignments of claim or proofs of claim (but in any such case without any recourse, representation or warranty), or other instruments as may be requested by the Controlling Parties or the Controlling Representative acting on their behalf to enforce any and all claims upon or with respect to or otherwise owing to it under the Intercompany Debt Documents. (b) Upon the occurrence and during the continuance of either (x) an Enforcement Event or (y) a Junior Event of Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded), the Controlling Parties or the Controlling Representative acting on their behalf may, at any time and from time to time, without the consent of or notice to any Intercompany Lenders, without incurring responsibility to such holders and without impairing or releasing any of the rights of the Controlling Parties, or any of the obligations of Intercompany Lenders hereunder: (i) subject to the terms hereof and the other Loan Documents and the Controlling Loan Documents, sell, exchange, release or otherwise deal with all or any part of any property by whomsoever mortgaged or pledged to secure, or howsoever securing, the Controlling Obligations for application as provided in the Controlling Loan Documents; (ii) except as otherwise expressly provided in this Agreement and the other Loan Documents or the Controlling Loan Documents, exercise or refrain from exercising any rights against any Intercompany Lender or any other Person; and (iii) apply any sums, by whomsoever paid or however realized, as provided in the Controlling Loan Documents. (c) Upon the occurrence and during the continuance of either (x) an Enforcement Event or (y) a Junior Event of Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded), all payments or distributions upon or with respect to the Intercompany Debt Obligations or proceeds of the Intercompany Debt Obligations that are received by any Intercompany Lender contrary to the provisions of this Agreement shall be received for the benefit of the Controlling Parties, shall be segregated from other funds and property held by the Controlling Parties in trust for the Controlling Parties and shall be forthwith paid over to the Controlling Representative in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Obligations (and, if applicable, the Junior Lien Obligations) owed to the Controlling Parties in accordance with the terms hereof. For the avoidance of doubt, so long as neither (x) a Senior Event of Default nor (y) a Junior Event of Default and the acceleration of the Junior Lien Debt has occurred and is continuing, each Intercompany Lender may receive (free and clear of any Lien) payments in respect of Intercompany Debt Obligations and the Transaction Parties may make payments in respect thereof. (d) Upon the occurrence and during the continuance of either (x) an Enforcement Event or (y) a Junior Event of Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded) (i) no payment, prepayment or redemption (including any payment that may be payable by reason of any other indebtedness of any Transaction Party being subordinated to payment of the Intercompany Debt Obligations) shall be made by or on behalf of any Transaction Party for or on account of any Intercompany Debt Obligations, and the Intercompany Lenders shall not take or receive from any Transaction Party, directly or indirectly, in cash, other property, or any rights or by set-off or in any other manner, including from or by way of collateral or otherwise, payment of all or any of the Intercompany Debt Obligations, unless and until each of the Senior Obligations and the Junior Lien Obligations shall have been indefeasibly paid in full and (ii) any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Intercompany Debt Obligations shall be paid or delivered directly to the Controlling Representative for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Obligations (or, if the then Controlling Parties are the Junior Secured Parties, the Junior Lien Obligations) until the Senior Obligations (or, if the then Controlling Parties are the Junior Secured Parties, the Junior Lien Obligations) shall have been indefeasibly paid in full. (e) Each Intercompany Lender agrees that it may not commence any action or proceeding against any Transaction Party or any other Person obligated in respect of any Intercompany Debt Documents in respect of the Pledged Debt Collateral or the Intercompany Debt Obligations to recover all or any part of any sum owing to it under any Intercompany Debt Document or join with any creditor, unless the Controlling Parties or the Controlling Representative shall also join in bringing any such action or proceeding or the Controlling Parties otherwise consent. (f) No payment or distribution of assets to which any holder of the Intercompany Debt Obligations would have been entitled except for the provisions of this Section 6, and which shall have been received by the Controlling Parties shall, as between any Transaction Party or other obligor thereon, its creditors, and the holder of the Intercompany Debt Obligations, be deemed to be a payment by the relevant Transaction Party or such other obligor to the holders of the Intercompany Debt Obligations for or on account of the Intercompany Debt Obligations, and from and after the payment in full of all Senior Obligations and all other amounts owing to the holders thereof under the Senior Loan Documents and all Junior Lien Obligations and all other amounts owing to the holders thereof under the Junior Lien Documents, the holders of the Intercompany Debt Obligations shall be subrogated to the then or thereafter existing rights of the Senior Secured Parties or the Junior Secured Parties, as the case may be, to receive payments or distributions of assets of Grandparent Holdco or such other obligor made on or in respect of the Senior Obligations or such other amounts until the principal of, and interest on, the Intercompany Debt Obligations and all other amounts owing to the holders thereof under the Intercompany Debt Documents shall be paid in full in cash. The Intercompany Lenders agree that no payment or distributions to the Senior Secured Parties or the Junior Secured Parties pursuant to the provisions of this Agreement shall entitle any Intercompany Lender to exercise any rights of subrogation in respect thereof until (i) no Senior Loans are outstanding and all Senior Obligations owed to the Senior Secured Parties shall have been paid in full and (ii) no Junior Lien Debt is outstanding and all Junior Lien Obligations owed to the Junior Secured Parties shall have been paid in full. (g) The provisions of this Section 6 and Section 4 are solely for the purpose of defining the relative rights of the Senior Secured Parties and the Junior Secured Parties on the one hand, and the holders of the Intercompany Debt Obligations on the other hand, and nothing herein shall impair the obligation of the relevant Transaction Party, which is unconditional and absolute, to pay to the holders of the Intercompany Debt Obligations, subject to the terms hereof, all amounts payable hereunder and under the other Intercompany Debt Documents in accordance with the terms and the provisions thereof. (h) The Controlling Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Intercompany Lenders shall have failed to comply with any of the provisions of this Agreement applicable to them. The Intercompany Lenders hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. (i) Each Intercompany Lender shall cause the Intercompany Debt Obligations to be evidenced by an instrument endorsed with the following legend: “THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS AND THE JUNIOR LIEN OBLIGATIONS (EACH AS DEFINED IN THE INTERCREDITOR AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCREDITOR AGREEMENT DATED AS OF MARCH 6, 2014, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG INTERNATIONAL LEASE FINANCE CORPORATION (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “ILFC”) HYPERION AIRCRAFT LIMITED, DELOS AIRCRAFT LIMITED, DELOS FINANCE S.Á X.X. APOLLO AIRCRAFT INC., ARTEMIS (DELOS) LIMITED, AND DEUTSCHE BANK, N.A., AS THE SENIOR COLLATERAL AGENT AND THE JUNIOR LIEN REPRESENTATIVES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND ACCEDING GUARANTORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) FROM TIME TO TIME PARTY THERETO.” (j) Each Intercompany Lender shall further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. (k) Each Acceding Guarantor may accede to this Agreement as an Intercompany Lender by executing and delivering to the Senior Collateral Agent an Intercompany Lender Supplement.

Appears in 2 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (International Lease Finance Corp)

Terms of Subordination of Intercompany Debt Obligations. The Intercompany Debt Obligations shall be subordinate and junior in right of payment to the full and prior payment in cash of the Senior Obligations and the Junior Lien Obligations to the extent and in the manner hereinafter set forth: (a) Upon the occurrence and during the continuance of ~~either (x) an Enforcement~~ a Senior Event of Default or ~~(y)~~ a Junior Event of ~~Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded)~~ Default, (i) each Intercompany Lender hereby authorizes and empowers the Controlling Representative acting on behalf of the Controlling Parties and, subject to the terms and conditions hereof, to demand, xxx for, collect and receive every payment or distribution made on or in respect of the Intercompany Debt ~~Obligations~~Obligations or other sum owing to the holders thereof under the Intercompany Debt Documents, and to file claims and take such other proceedings, in the name of the holders of the Intercompany Debt ~~Obligations~~Obligations or otherwise, as the Controlling Parties or the Controlling Representative acting on their behalf may deem necessary or advisable for the enforcement of the provisions hereof and (ii) each Intercompany Lender further agrees duly and promptly to take such action as may be requested by the Controlling Parties or the Controlling Representative acting on their behalf to collect the indebtedness evidenced by any note issued under the Intercompany Debt Documents or otherwise owing to it under the Intercompany Debt Documents and/or to file appropriate proofs of claim in respect to such indebtedness, and to execute and deliver to the Controlling Parties or the Controlling Representative acting on their behalf on demand such powers of attorney, proofs of claim, assignments of claim or proofs of claim (but in any such case without any recourse, representation or warranty), or other instruments as may be requested by the Controlling Parties or the Controlling Representative acting on their behalf to enforce any and all claims upon or with respect to or otherwise owing to it under the Intercompany Debt Documents. (b) Upon the occurrence and during the continuance of ~~either (x) an Enforcement~~ a Senior Event of Default or ~~(y)~~ a Junior Event of ~~Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded)~~Default, the Controlling Parties or the Controlling Representative acting on their behalf may, at any time and from time to time, without the consent of or notice to any Intercompany Lenders, without incurring responsibility to such holders and without impairing or releasing any of the rights of the Controlling Parties, or any of the obligations of Intercompany Lenders hereunder: (i) subject to the terms hereof and the ~~other Loan Documents and the~~ Controlling Loan Documents, sell, exchange, release or otherwise deal with all or any part of any property by whomsoever mortgaged or pledged to secure, or howsoever securing, the Controlling Obligations for application as provided in the Controlling Loan Documents; (ii) except as otherwise expressly provided in this Agreement ~~and the other Loan Documents~~ or the Controlling Loan Documents, exercise or refrain from exercising any rights against any Intercompany Lender or any other Person; and (iii) apply any sums, by whomsoever paid or however realized, as provided in the Controlling Loan Documents. (c) Upon the occurrence and during the continuance of ~~either (x) an Enforcement~~ a Senior Event of Default or ~~(y)~~ a Junior Event of ~~Default and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded)~~Default, all payments or distributions upon or with respect to the Intercompany Debt Obligations or proceeds of the Intercompany Debt Obligations that are received by any Intercompany Lender contrary to the provisions of this Agreement shall be received for the benefit of the Controlling Parties, shall be segregated from other funds and property held by the Controlling Parties in trust for the Controlling Parties and shall be forthwith paid over to the Controlling Representative in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Obligations (and, if applicable, the Junior Lien Obligations) owed to the Controlling Parties in accordance with the terms hereof. For the avoidance of doubt, so long as ~~neither (x) a~~ no Senior Event of Default ~~nor (y) a~~ or Junior Event of Default ~~and the acceleration of the Junior Lien Debt~~ has occurred and is continuing, each Intercompany Lender may receive (free and clear of any Lien) payments in respect of Intercompany Debt Obligations and the Transaction Parties may make payments in respect thereof. (d) Upon the occurrence and ~~during the~~ continuance of ~~either (x) an Enforcement~~ a Senior Event of Default or ~~(y)~~ a Junior Event of Default ~~and the acceleration of the Junior Lien Debt (and for so long as such acceleration has not been rescinded)~~ (i) no payment, prepayment or redemption (including any payment that may be payable by reason of any other indebtedness of any Transaction Party being subordinated to payment of the Intercompany Debt Obligations) shall be made by or on behalf of any Transaction Party for or on account of any Intercompany Debt Obligations, and the Intercompany Lenders shall not take or receive from any Transaction Party, directly or indirectly, in cash, other property, or any rights or by set-off or in any other manner, including from or by way of collateral or otherwise, payment of all or any of the Intercompany Debt Obligations, unless and until each of the Senior Obligations and the Junior Lien Obligations shall have been indefeasibly paid in full and (ii) any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Intercompany Debt Obligations shall be paid or delivered directly to the Controlling Representative for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Obligations (or, if the then Controlling Parties are the Junior Secured Parties, the Junior Lien Obligations) until the Senior Obligations (or, if the then Controlling Parties are the Junior Secured Parties, the Junior Lien Obligations) shall have been indefeasibly paid in full. (e) Each Intercompany Lender agrees that it may not commence any action or proceeding against any Transaction Party or any other Person obligated in respect of any Intercompany Debt Documents in respect of the Pledged Debt Collateral or the Intercompany Debt Obligations to recover all or any part of any sum owing to it under any Intercompany Debt Document or join with any creditor, unless the Controlling Parties or the Controlling Representative shall also join in bringing any such action or proceeding or the Controlling Parties otherwise consent. (f) No payment or distribution of assets to which any holder of the Intercompany Debt Obligations would have been entitled except for the provisions of this Section 6, and which shall have been received by the Controlling Parties shall, as between any Transaction Party or other obligor thereon, its creditors, and the holder of the Intercompany Debt Obligations, be deemed to be a payment by the relevant Transaction Party or such other obligor to the holders of the Intercompany Debt Obligations for or on account of the Intercompany Debt Obligations, and from and after the payment in full of all Senior Obligations and all other amounts owing to the holders thereof under the Senior Loan Documents and all Junior Lien Obligations and all other amounts owing to the holders thereof under the Junior Lien Documents, the holders of the Intercompany Debt Obligations shall be subrogated to the then or thereafter existing rights of the Senior Secured Parties or the Junior Secured Parties, as the case may be, to receive payments or distributions of assets of ~~Grandparent~~ Parent Holdco or such other obligor made on or in respect of the Senior Obligations or such other amounts until the principal of, and interest on, the Intercompany Debt Obligations and all other amounts owing to the holders thereof under the Intercompany Debt Documents shall be paid in full in cash. The Intercompany Lenders agree that no payment or distributions to the Senior Secured Parties or the Junior Secured Parties pursuant to the provisions of this Agreement shall entitle any Intercompany Lender to exercise any rights of subrogation in respect thereof until (i) no Senior Loans are outstanding and all Senior Obligations owed to the Senior Secured Parties shall have been paid in full and (ii) no Junior Lien Debt is outstanding and all Junior Lien Obligations owed to the Junior Secured Parties shall have been paid in full. (g) The provisions of this Section 6 and Section 4 are solely for the purpose of defining the relative rights of the Senior Secured Parties and the Junior Secured Parties on the one hand, and the holders of the Intercompany Debt Obligations on the other hand, and nothing herein shall impair the obligation of the relevant Transaction Party, which is unconditional and absolute, to pay to the holders of the Intercompany Debt Obligations, subject to the terms hereof, all amounts payable hereunder and under the other Intercompany Debt Documents in accordance with the terms and the provisions thereof. (h) The Controlling Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Intercompany Lenders shall have failed to comply with any of the provisions of this Agreement applicable to them. The Intercompany Lenders hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. (i) Each Intercompany Lender shall cause the Intercompany Debt Obligations to be evidenced by an instrument endorsed with the following legend: “THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS ~~AND THE JUNIOR LIEN OBLIGATIONS~~ (~~EACH~~ AS DEFINED IN THE INTERCREDITOR AGREEMENT HEREINAFTER REFERRED TO) AND THE JUNIOR LIEN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCREDITOR AGREEMENT DATED AS OF MARCH 617, ~~2014~~2010, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ~~AMONG~~ BY INTERNATIONAL LEASE FINANCE ~~CORPORATION (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS~~CORPORATION, ~~“ILFC”)~~ HYPERION AIRCRAFT ~~LIMITED~~INC., DELOS AIRCRAFT ~~LIMITED~~INC., ~~DELOS FINANCE S.Á X.X.~~ APOLLO AIRCRAFT INC., ARTEMIS (DELOS) LIMITED, ~~AND DEUTSCHE BANK~~BANK OF AMERICA, N.A., AS THE SENIOR COLLATERAL ~~AGENT~~ AGENT, AND THE JUNIOR LIEN REPRESENTATIVES ~~(AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND ACCEDING GUARANTORS~~ (AS DEFINED IN THE INTERCREDITOR AGREEMENT) FROM TIME TO TIME PARTY THERETO.” (ji) Each Intercompany Lender shall further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. ~~(k) Each Acceding Guarantor may accede to this Agreement as an Intercompany Lender by executing and delivering to the Senior Collateral Agent an Intercompany Lender Supplement.~~

Appears in 1 contract

Samples: Term Loan Credit Agreement (International Lease Finance Corp)

Terms of Subordination of Intercompany Debt Obligations. The Intercompany Debt Obligations shall be subordinate and junior in right of payment to the full and prior payment in cash of the ~~Senior Obligations and the Junior Lien~~ Obligations to the extent and in the manner hereinafter set forth: (a) Upon the occurrence and during the continuance of ~~either (x)~~ an ~~Enforcement Event or (y) a Junior~~ Event of Default and the ~~acceleration of the Junior Lien Debt (~~Loans have been accelerated and for so long as such acceleration ~~has~~ shall not have been rescinded) , (i) each Intercompany Lender hereby authorizes and empowers the ~~Controlling Representative~~ Collateral Agent acting on behalf of the ~~Controlling~~ Secured Parties and, subject to the terms and conditions hereof, to demand, xxx for, collect and receive every payment or distribution made on or in respect of the Intercompany Debt ~~Obligations~~Obligations thereafter, and to file claims and take such other proceedings, in the name of the holders of the Intercompany Debt Obligations, as the ~~Controlling Parties or the Controlling Representative~~ Collateral Agent acting on ~~their~~ behalf of the Secured Parties may deem necessary or advisable for the enforcement of the provisions hereof and (ii) each Intercompany Lender further agrees duly and promptly to take such action as may be requested by the ~~Controlling Parties or the Controlling Representative~~ Collateral Agent acting on ~~their~~ behalf of the Secured Parties to collect the indebtedness evidenced by any note issued under the Intercompany Debt Documents or otherwise owing to it under the Intercompany Debt Documents and/or to file appropriate proofs of claim in respect to such indebtedness, and to execute and deliver to the ~~Controlling Parties or the Controlling Representative~~ Collateral Agent acting on ~~their~~ behalf of the Secured Parties on demand such powers of attorney, proofs of claim, assignments of claim or proofs of claim (but in any such case without any recourse, representation or warranty), or other instruments as may be requested by the ~~Controlling Parties or the Controlling Representative~~ Collateral Agent acting on ~~their~~ behalf of the Secured Parties to enforce any and all claims upon or with respect to or otherwise owing to it under the Intercompany Debt Documents. (b) Upon the occurrence and during the continuance of ~~either (x)~~ an ~~Enforcement Event or (y) a Junior~~ Event of Default and the ~~acceleration of the Junior Lien Debt (~~Loans have been accelerated and for so long as such acceleration ~~has~~ shall not have been rescinded), the ~~Controlling Parties or the Controlling Representative~~ Collateral Agent acting on ~~their~~ behalf of the Secured Parties may, at any time and from time to time, without the consent of or notice to any Intercompany Lenders, without incurring responsibility to such holders and without impairing or releasing any of the rights of the ~~Controlling~~ Secured Parties, or any of the obligations of Intercompany Lenders hereunder: (i) subject to the terms hereof and the ~~other Loan Documents and the Controlling~~ Loan Documents, sell, exchange, release or otherwise deal with all or any part of any property by whomsoever mortgaged or pledged to secure, or howsoever securing, the ~~Controlling~~ Intercompany Debt Obligations for application as provided in the ~~Controlling~~ Loan Documents; (ii) except as otherwise expressly provided in this Agreement ~~and the other Loan Documents~~ or the ~~Controlling~~ Loan Documents, exercise or refrain from exercising any rights against any Intercompany Lender or any other Person; and (iii) apply any sums, by whomsoever paid or however realized, as provided in the ~~Controlling~~ Loan Documents. (c) Upon the occurrence and during the continuance of ~~either (x)~~ an ~~Enforcement Event or (y) a Junior~~ Event of Default and the ~~acceleration of the Junior Lien Debt (~~Loans have been accelerated and for so long as such acceleration ~~has~~ shall not have been rescinded), all payments or distributions upon or with respect to the Intercompany Debt Obligations or proceeds of the Intercompany Debt Obligations thereafter that are received by any Intercompany Lender contrary to the provisions of this Agreement shall be received for the benefit of the ~~Controlling~~ Secured Parties, shall be segregated from other funds and property held by the ~~Controlling~~ Secured Parties in trust for the ~~Controlling~~ Secured Parties and shall be forthwith paid over to the ~~Controlling Representative~~ Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the ~~Senior~~ Obligations ~~(and, if applicable, the Junior Lien Obligations)~~ owed to the ~~Controlling~~ Secured Parties in accordance with the terms hereof. For the avoidance of doubt, so long as ~~neither (x) a Senior~~ no Event of Default ~~nor (y) a Junior Event of Default and the acceleration of the Junior Lien Debt~~ has occurred and is ~~continuing~~continuing and the Loans have been accelerated and for so long as such acceleration shall not have been rescinded, each Intercompany Lender may receive (free and clear of any Lien) payments in respect of Intercompany Debt Obligations and the ~~Transaction Parties~~ Obligors may make payments in respect thereof. (d) Upon the occurrence and ~~during the~~ continuance of ~~either (x)~~ an ~~Enforcement Event or (y) a Junior~~ Event of Default and the ~~acceleration of the Junior Lien Debt (~~Loans have been accelerated and for so long as such acceleration ~~has~~ shall not have been ~~rescinded)~~ rescinded (i) no payment, prepayment or redemption (including any payment that may be payable by reason of any other indebtedness of any ~~Transaction Party~~ Obligor being subordinated to payment of the Intercompany Debt Obligations) shall be made by or on behalf of any ~~Transaction Party~~ Obligor for or on account of any Intercompany Debt Obligations, and the Intercompany Lenders shall not take or receive from any ~~Transaction Party~~Obligor, directly or indirectly, in cash, other property, or any rights or by set-off or in any other manner, including from or by way of collateral or otherwise, payment of all or any of the Intercompany Debt Obligations, unless and until each of the ~~Senior Obligations and the Junior Lien~~ Obligations shall have been indefeasibly paid in full and (ii) any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Intercompany Debt Obligations shall be paid or delivered directly to the ~~Controlling Representative~~ Collateral Agent for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the ~~Senior~~ Obligations ~~(or, if the then Controlling Parties are the Junior Secured Parties, the Junior Lien Obligations)~~ until the ~~Senior~~ Obligations ~~(or, if the then Controlling Parties are the Junior Secured Parties, the Junior Lien Obligations)~~ shall have been indefeasibly paid in full. (e) Each Intercompany Lender agrees that it may not commence any action or proceeding against any ~~Transaction Party~~ Obligor or any other Person obligated in respect of any Intercompany Debt Documents in respect of the Pledged Debt Collateral or the Intercompany Debt Obligations to recover all or any part of any sum owing to it under any Intercompany Debt Document or join with any creditor, unless the ~~Controlling Parties or the Controlling Representative~~ Collateral Agent shall also join in bringing any such action or proceeding or the ~~Controlling Parties~~ Collateral Agent otherwise ~~consent~~consents. (f) No payment or distribution of assets to which any holder of the Intercompany Debt Obligations would have been entitled except for the provisions of this Section 63, and which shall have been received by the ~~Controlling~~ Secured Parties shall, as between any ~~Transaction Party~~ Obligor or other obligor thereon, its creditors, and the holder of the Intercompany Debt Obligations, be deemed to be a payment by the relevant ~~Transaction Party~~ Obligor or such other obligor to the holders of the Intercompany Debt Obligations for or on account of the Intercompany Debt Obligations, and from and after the payment in full of all ~~Senior~~ Obligations and all other amounts owing to the holders thereof under the ~~Senior~~ Loan ~~Documents and all Junior Lien Obligations and all other amounts owing to the holders thereof under the Junior Lien~~ Documents, the holders of the Intercompany Debt Obligations shall be subrogated to the then or thereafter existing rights of the ~~Senior Secured Parties~~ Collateral Agent or the ~~Junior~~ Secured Parties, as the case may be, to receive payments or distributions of assets of ~~Grandparent~~ Parent Holdco or such other obligor made on or in respect of the ~~Senior~~ Obligations or such other amounts until the principal of, and interest on, the Intercompany Debt Obligations and all other amounts owing to the holders thereof under the Intercompany Debt Documents shall be paid in full in cash. The Intercompany Lenders agree that no payment or distributions to the ~~Senior Secured Parties or the Junior~~ Secured Parties pursuant to the provisions of this Agreement shall entitle any Intercompany Lender to exercise any rights of subrogation in respect thereof until ~~(i)~~ no ~~Senior~~ Loans are outstanding and all ~~Senior~~ Obligations owed to the ~~Senior Secured Parties shall have been paid in full and (ii) no Junior Lien Debt is outstanding and all Junior Lien Obligations owed to the Junior~~ Secured Parties shall have been paid in full. (g) The provisions of this Section ~~6 and Section 4~~ 3 are solely for the purpose of defining the relative rights of the ~~Senior Secured Parties and the Junior~~ Secured Parties on the one hand, and the holders of the Intercompany Debt Obligations on the other hand, and nothing herein shall impair the obligation of the relevant ~~Transaction Party~~Obligor, which is unconditional and absolute, to pay to the holders of the Intercompany Debt Obligations, subject to the terms hereof, all amounts payable hereunder and under the other Intercompany Debt Documents in accordance with the terms and the provisions thereof. (h) The ~~Controlling Representative~~ Collateral Agent is hereby authorized to demand specific performance of this Agreement at any time when any of the Intercompany Lenders shall have failed to comply with any of the provisions of this Agreement applicable to them. The Intercompany Lenders hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. (i) Each Intercompany Lender shall cause the Intercompany Debt Obligations to be evidenced by an instrument endorsed with the following legend: “THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE ~~SENIOR OBLIGATIONS AND THE JUNIOR LIEN~~ OBLIGATIONS (~~EACH~~ AS DEFINED IN THE INTERCREDITOR AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCREDITOR AGREEMENT DATED AS OF MARCH 630, ~~2014~~2011, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, ~~AMONG~~ BY INTERNATIONAL LEASE FINANCE ~~CORPORATION (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS~~CORPORATION, ~~“ILFC”) HYPERION AIRCRAFT LIMITED, DELOS AIRCRAFT LIMITED, DELOS FINANCE S.Á X.X. APOLLO~~ TEMESCAL AIRCRAFT INC., ~~ARTEMIS (DELOS)~~ PARK TOPANGA AIRCRAFT INC., CHARMLEE AIRCRAFT INC., BALLYSKY AIRCRAFT IRELAND LIMITED, AND ~~DEUTSCHE BANK~~CITIBANK, N.A., AS THE ~~SENIOR~~ COLLATERAL ~~AGENT AND THE JUNIOR LIEN REPRESENTATIVES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND ACCEDING GUARANTORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) FROM TIME TO TIME PARTY THERETO~~AGENT.” (j) Each Intercompany Lender shall further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. ~~(k) Each Acceding Guarantor may accede to this Agreement as an Intercompany Lender by executing and delivering to the Senior Collateral Agent an Intercompany Lender Supplement.~~

Appears in 1 contract

Samples: Term Loan Credit Agreement (International Lease Finance Corp)

Appears in 1 contract

Samples: Term Loan Credit Agreement (International Lease Finance Corp)

Common use of Terms of Subordination of Intercompany Debt Obligations Clause in Contracts