Common use of Intercompany Indebtedness Clause in Contracts

Intercompany Indebtedness. On behalf of itself and each of its Subsidiaries, each Loan Party hereby agrees for the benefit of the Secured Parties that: (a) any intercompany indebtedness among Holdings and its Subsidiaries (or among such Subsidiaries) shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Section 10.23, to the Obligations, including, without limitation, where applicable, under any such intercompany borrower’s Guaranty (if any) of the Obligations hereunder; (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then (i) the holders of the Obligations shall be paid in full in cash in respect of all amounts constituting Obligations before any intercompany lender is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no payment or distribution of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities or other property, in respect of intercompany indebtedness shall (despite these subordination provisions) be received by any intercompany lender in violation of clause (b) or (c) above before all Obligations shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the Administrative Agent in a manner to be determined by the Administrative Agent; and (e) to the fullest extent permitted by law, the Administrative Agent and the Collateral Agent shall not be prejudiced in their right to enforce the subordination in this Section 10.23 by any act or failure to act on the part of any intercompany borrower, any intercompany lender, the Administrative Agent, the Collateral Agent or by any act or failure to act on the part of any of the foregoing or any representative, trustee or agent thereof. Each Loan Party, on behalf of itself and its Subsidiaries, agrees that the subordination of intercompany indebtedness contemplated by this Section 10.23 is for the benefit of the Secured Parties and the Administrative Agent or the Collateral Agent may enforce the subordination provisions herein.

Intercompany Indebtedness. On behalf of itself and each of its Subsidiaries, each Loan Credit Party hereby agrees for the benefit of the Secured Parties that: (a) any intercompany indebtedness among Holdings and its Subsidiaries (or among such Subsidiaries) shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Section 10.2310.27, to the Obligations, including, without limitation, where applicable, under any such intercompany borrower’s Guaranty (if any) of the Obligations hereunder; (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then (i) the holders of the Obligations shall be paid in full in cash in respect of all amounts constituting Obligations before any intercompany lender is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Lawapplicable law, no payment or distribution of any kind or character shall be made by any intercompany borrower that is a Loan Credit Party in respect of any intercompany indebtedness to any Person that is not a Loan Credit Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities or other property, in respect of intercompany indebtedness shall (despite these subordination provisions) be received by any intercompany lender in violation of clause (b) or (c) above before all Obligations shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the Administrative Agent in a manner to be determined by the Administrative Agent; and (e) to the fullest extent permitted by law, the Administrative Agent and the Collateral Agent shall not be prejudiced in their right to enforce the subordination in this Section 10.23 10.27 by any act or failure to act on the part of any intercompany borrower, any intercompany lender, the Administrative Agent, the Collateral Agent or by any act or failure to act on the part of any of the foregoing or any representative, trustee or agent thereof. Each Loan Credit Party, on behalf of itself and its Subsidiaries, agrees that the subordination of intercompany indebtedness contemplated by this Section 10.23 10.27 is for the benefit of the Secured Parties and the Administrative Agent or the Collateral Agent may enforce the subordination provisions herein.

Intercompany Indebtedness. On behalf of itself and each of its Subsidiaries, each Loan Party hereby agrees for the benefit of the Secured Parties that: (a) Each Loan Party covenants and agrees that the payment of any intercompany indebtedness among Holdings and its Subsidiaries all obligations and liabilities owing by any Loan Party in favor of any other Loan Party, whether now existing or hereafter incurred (or among such Subsidiariescollectively, the "Intercompany Obligations") shall be subordinate and junior in right of paymentis subordinated, to the extent and in the manner set forth provided in this Section 10.2312.06, to the Obligations, including, without limitation, where applicable, under any prior payment in full of all Obligations owed or hereafter owing to Agents and Lenders by the Loan Parties and that such intercompany borrower’s Guaranty (if any) subordination is for the benefit of the Obligations hereunder;each Agent for itself and Lenders. (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then Each Loan Party hereby (i) the holders authorizes Agents on behalf of Lenders to demand specific performance of the Obligations terms of this Section 12.06 at any time when any Loan Party shall have failed to comply with any provisions of this Section 12.06 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be paid asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any 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) Agents and Lenders shall first be entitled to receive payment in full in cash in respect of all amounts constituting the Obligations before any intercompany lender Loan Party is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and Intercompany Obligations. (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no Any payment or distribution of assets of any Loan Party of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities property or securities, to which any other Loan Party would be entitled except for the provisions of this Section 12.06(c), shall be paid by the liquidating trustee or agent or other propertyPerson making such payment or distribution directly to Administrative Agent for the benefit of the Lenders in the manner set forth herein, to the extent necessary to make payment in respect full of intercompany indebtedness all Obligations remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Administrative Agent for itself and Lenders (iii) In the event that notwithstanding the foregoing provisions of this Section 12.06(c), any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, shall (despite these subordination provisions) be received by any intercompany lender in violation other Loan Party on account of clause (b) or (c) above any Intercompany Obligations before all Obligations shall have been are paid in full in cashfull, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the to Administrative Agent for itself and Lenders for application to the payment of the Obligations until all of the Obligations shall have been paid in a manner full, after giving effect to be determined by the any concurrent payment or distribution or provision therefor to Administrative Agent; andAgent for itself and Lenders. (ed) No right of Agents, any Lender or any other present or future holders of the Obligations to the fullest extent permitted by law, the Administrative Agent and the Collateral Agent enforce subordination as provided herein shall not at any time in any way be prejudiced in their right to enforce the subordination in this Section 10.23 or impaired by any act or failure to act on the part of any intercompany borrower, any intercompany lender, the Administrative Agent, the Collateral Agent Loan Party or by any act or failure to act on the part of act, in good faith, by any of the foregoing or any representative, trustee or agent thereof. Each Loan Party, on behalf of itself and its Subsidiaries, agrees that or by any noncompliance by any Loan Party with the subordination of intercompany indebtedness contemplated by this Section 10.23 is for the benefit terms of the Secured Parties and the Administrative Agent Intercompany Obligations, regardless of any knowledge thereof which any Loan Party may have or the Collateral Agent may enforce the subordination provisions hereinbe otherwise charged with.

Intercompany Indebtedness. On behalf Incur or permit to exist any Intercompany Indebtedness which is not subordinate in right or payment to the prior payment in full of itself the Obligations, any and each all of its Subsidiariessuch Intercompany Indebtedness, whether now or hereafter owed, being hereby so subordinated in right of payment to the prior payment in full of the Obligations. In connection therewith, each Loan Party member of the Company Group hereby agrees for the benefit of the Secured Parties that: (a) any intercompany indebtedness among Holdings and its Subsidiaries No member of the Company Group shall, after a Default (or among such Subsidiaries) shall be subordinate and junior in right of paymentan Unmatured Default, to the extent and in the manner set forth case of payments or distributions made outside the ordinary course of its business): (i) demand, ▇▇▇ for, take, or accept or receive, directly or indirectly, any payment of principal, interest or other amount with respect to such Intercompany Indebtedness, whether in this Section 10.23, to the Obligations, including, without limitation, where applicable, under cash or other property; (ii) claim any such intercompany borrower’s Guaranty (if any) offset or other reduction of the Obligations hereunder;because of any such Intercompany Indebtedness; or (iii) take any other action to make it the same. (b) Any payments or distributions upon or with respect to the Intercompany Indebtedness subordinated hereby which are received by any member of the Company Group following a Default (or an Unmatured Default, in the case of payments or distributions made outside the ordinary course of business) shall be collected, enforced and received by such member of the Company Group as trustee for the Banks and paid over to the Agent on account of the Obligations. (c) In the event of any insolvency distribution of all or bankruptcy proceedingsany of the assets of any member of the Company Group to its creditors upon the dissolution, and any receivershipwinding up, liquidation, reorganization arrangement, reorganization, adjustment, protection or other relief of any member of the Company Group or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as suchproceedings, or to its property, upon an assignment for the benefit of creditors or any other marshalling of the assets and in the event liabilities of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then (i) the holders member of the Obligations shall be paid in full in cash in respect of all amounts constituting Obligations before any intercompany lender is entitled to receive (whether directly or indirectly), or make any demands forCompany Group, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no payment or distribution of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities or other property, or securities) which otherwise would be payable or deliverable upon or with respect to the Intercompany Indebtedness subordinated hereby shall be paid or delivered directly to the Agent for the benefit of the Banks for application to (in respect the case of intercompany indebtedness shall (despite these subordination provisions) be received by any intercompany lender in violation of clause (bcash) or as collateral for (cin the case of non-cash property or securities) above before all the payment of the Obligations until the Obligations shall have been paid in full full. (d) If any proceeding referred to in cashsubsection (c) above is commenced by or against any member of the Company Group, the Agent is hereby irrevocably authorized and empowered (in its own name or in the name of such member of the Company Group), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution shall be held referred to in trust subsection (c) above, and give acquittance therefor, and to file claims and proofs of claim and take such other action (including, without limitation, voting the Intercompany Indebtedness subordinated hereby or enforcing any security interest or lien securing its payment) as it may deem necessary or advisable for the benefit of, exercise or enforcement of any of the rights of the Agent and shall be paid over or delivered to, the Administrative Agent in a manner to be determined by the Administrative Agent; andBanks hereunder. (e) The Agent and/or the Banks are hereby authorized to demand specific performance of the fullest extent permitted by law, the Administrative Agent and the Collateral Agent shall not be prejudiced in their right to enforce the subordination in provisions of this Section 10.23 by 7.14 at any act or failure time when any member of the Company Group shall have failed to act on the part of any intercompany borrower, any intercompany lender, the Administrative Agent, the Collateral Agent or by any act or failure to act on the part of comply with any of the foregoing or any representative, trustee or agent thereof. Each Loan Party, on behalf of itself and its Subsidiaries, agrees that the subordination of intercompany indebtedness contemplated by this Section 10.23 is for the benefit of the Secured Parties and the Administrative Agent or the Collateral Agent may enforce the subordination provisions hereinhereof.

Intercompany Indebtedness. On behalf of itself and each of its Subsidiaries, each Loan Party hereby agrees for the benefit of the Secured Parties that: (a) Each Loan Party covenants and agrees that the payment of any intercompany indebtedness among Holdings and its Subsidiaries all obligations and liabilities owing by any Loan Party in favor of any other Loan Party, whether now existing or hereafter incurred (or among such Subsidiariescollectively, the “Intercompany Obligations”) shall be subordinate and junior in right of paymentis subordinated, to the extent and in the manner set forth provided in this Section 10.2312.06, to the Obligations, including, without limitation, where applicable, under any prior payment in full of all Obligations owed or hereafter owing to Agents and Lenders by the Loan Parties and that such intercompany borrower’s Guaranty (if any) subordination is for the benefit of the Obligations hereunder;each Agent for itself and Lenders. (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then Each Loan Party hereby (i) the holders authorizes Agents on behalf of Lenders to demand specific performance of the Obligations terms of this Section 12.06 at any time when any Loan Party shall have failed to comply with any provisions of this Section 12.06 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a remedy at law, which might be paid asserted as a bar to such remedy of specific performance. (c) Upon any distribution of assets of any 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) Agents and Lenders shall first be entitled to receive payment in full in cash in respect of all amounts constituting the Obligations before any intercompany lender Loan Party is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and Intercompany Obligations. (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no Any payment or distribution of assets of any Loan Party of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities property or securities, to which any other Loan Party would be entitled except for the provisions of this Section 12.06(c), shall be paid by the liquidating trustee or agent or other propertyPerson making such payment or distribution directly to Administrative Agent for the benefit of the Lenders in the manner set forth herein, to the extent necessary to make payment in respect full of intercompany indebtedness all Obligations remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Administrative Agent for itself and Lenders (iii) In the event that notwithstanding the foregoing provisions of this Section 12.06(c), any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, shall (despite these subordination provisions) be received by any intercompany lender in violation other Loan Party on account of clause (b) or (c) above any Intercompany Obligations before all Obligations shall have been are paid in full in cashfull, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the to Administrative Agent for itself and Lenders for application to the payment of the Obligations until all of the Obligations shall have been paid in a manner full, after giving effect to be determined by the any concurrent payment or distribution or provision therefor to Administrative Agent; andAgent for itself and Lenders. (ed) No right of Agents, any Lender or any other present or future holders of the Obligations to the fullest extent permitted by law, the Administrative Agent and the Collateral Agent enforce subordination as provided herein shall not at any time in any way be prejudiced in their right to enforce the subordination in this Section 10.23 or impaired by any act or failure to act on the part of any intercompany borrower, any intercompany lender, the Administrative Agent, the Collateral Agent Loan Party or by any act or failure to act on the part of act, in good faith, by any of the foregoing or any representative, trustee or agent thereof. Each Loan Party, on behalf of itself and its Subsidiaries, agrees that or by any noncompliance by any Loan Party with the subordination of intercompany indebtedness contemplated by this Section 10.23 is for the benefit terms of the Secured Parties and the Administrative Agent Intercompany Obligations, regardless of any knowledge thereof which any Loan Party may have or the Collateral Agent may enforce the subordination provisions hereinbe otherwise charged with.

Intercompany Indebtedness. On behalf Incur or permit to exist any Intercompany Indebtedness which is not subordinate in right of itself payment to the prior payment in full of the Obligations; any and each all of its Subsidiariessuch Intercompany Indebtedness, whether now or hereafter owed, being hereby so subordinated in right of payment to the prior payment in full of the Obligations. In connection therewith, each Loan Party member of the Company Group hereby agrees for the benefit of the Secured Parties that: (a) any intercompany indebtedness among Holdings and its Subsidiaries No member of the Company Group shall, after a Default (or among such Subsidiaries) shall be subordinate and junior in right of paymentan Unmatured Default, to the extent and in the manner set forth case of payments or distributions made outside the ordinary course of its business): (i) demand, ▇▇▇ for, take, or accept or receive, directly or indirectly, any payment of principal or interest with respect to such Intercompany Indebtedness, whether in this Section 10.23, to the Obligations, including, without limitation, where applicable, under cash or other property; (ii) claim any such intercompany borrower’s Guaranty (if any) offset or other reduction of the Obligations hereunder;because of any such Intercompany Indebtedness; or (iii) take any other action to make it the same. (b) Any payments or distributions upon or with respect to the Intercompany Indebtedness subordinated hereby which are received by any member of the Company Group following a Default (or an Unmatured Default, in the case of payments or distributions made outside the ordinary course of business) shall be collected, enforced and received by such member of the Company Group as trustee for the Banks and paid over to the Agent on account of the Obligations. (c) In the event of any insolvency distribution of all or bankruptcy proceedingsany of the assets of any member of the Company Group to its creditors upon the dissolution, and any receivershipwinding up, liquidation, reorganization arrangement, reorganization, adjustment, protection or other relief of any member of the Company Group or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as suchproceedings, or to its property, upon an assignment for the benefit of creditors or any other marshalling of the assets and in the event liabilities of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then (i) the holders member of the Obligations shall be paid in full in cash in respect of all amounts constituting Obligations before any intercompany lender is entitled to receive (whether directly or indirectly), or make any demands forCompany Group, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no payment or distribution of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities or other property, or securities) which otherwise would be payable or deliverable upon or with respect to the Intercompany Indebtedness subordinated hereby shall be paid or delivered directly to the Agent for the benefit of the Banks for application to (in respect the case of intercompany indebtedness shall (despite these subordination provisions) be received by any intercompany lender in violation of clause (bcash) or as collateral for (cin the case of non-cash property or securities) above before all the payment of the Obligations until the Obligations shall have been paid in full full. (d) If any proceeding referred to in cashsubsection (c) above is commenced by or against any member of the Company Group, the Agent is hereby irrevocably authorized and empowered (in its own name or in the name of such member of the Company Group), but shall have no obligation, to demand, ▇▇▇ for, collect and receive every payment or distribution shall be held referred to in trust subsection (c) above, and give acquittance therefor, and to file claims and proofs of claim and take such other action (including, without limitation, voting the Intercompany Indebtedness subordinated hereby or enforcing any security interest or lien securing its payment) as it may deem necessary or advisable for the benefit of, exercise or enforcement of any of the rights of the Agent and shall be paid over or delivered to, the Administrative Agent in a manner to be determined by the Administrative Agent; andBanks hereunder. (e) The Agent and/or the Banks are hereby authorized to demand specific performance of the fullest extent permitted by law, the Administrative Agent and the Collateral Agent shall not be prejudiced in their right to enforce the subordination in provisions of this Section 10.23 by 7.14 at any act or failure time when any member of the Company Group shall have failed to act on the part of any intercompany borrower, any intercompany lender, the Administrative Agent, the Collateral Agent or by any act or failure to act on the part of comply with any of the foregoing or any representative, trustee or agent thereof. Each Loan Party, on behalf of itself and its Subsidiaries, agrees that the subordination of intercompany indebtedness contemplated by this Section 10.23 is for the benefit of the Secured Parties and the Administrative Agent or the Collateral Agent may enforce the subordination provisions hereinhereof.