Common use of Subordination of Intercompany Debt Clause in Contracts

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as no Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrower. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as no Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a the Borrower. In the event that any Credit Party other than a the Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is shall be unsecured and subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, so long as provided that no Payment Event of Default or Bankruptcy Event has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; providedprovided that, that in the event of and during the continuation of any Payment Event of DefaultDefault or Bankruptcy Event, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrowerwithout the prior written consent of the Administrative Agent. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as ; provided that no Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrowerthe Borrowers. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.189.19 hereof, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness among Credit Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, following receipt of written notice from the Administrative Agent of its demand to stop payment with respect to such Intercompany Debt, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.19 hereof, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness Debt among Credit Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party ObligationsObligations (other than contingent obligations not yet due and payable). Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.20, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness Debt among Credit Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment Payment in full Full of all Credit Party Obligationsthe Obligation. Notwithstanding any provision of this Agreement to the contrary; provided, so long as that no Event of Default has occurred and is continuing, and the Credit Agent has not delivered notice to the Loan Parties, the Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent not otherwise permitted prohibited by this Agreement; provided, that in the event of and during the continuation of any Event of DefaultDefault upon notice from the Agent, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18, 14.20 such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness among Credit Loan Parties (the “"Intercompany Debt”") is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.19 hereof, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.. [remainder of page left intentionally blank - signature page(s), schedule(s) and exhibit(s) to follow]

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness Debt among Credit Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party ObligationsObligations (other than contingent obligations not yet due and payable). Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.20, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.Agent 141

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is shall be unsecured and subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, so long as provided that no Payment Event of Default or Bankruptcy Event has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; providedprovided that, that in the event of and during the continuation of any Payment Event of DefaultDefault or Bankruptcy Event, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrowerwithout the prior written consent of the Administrative Agent. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by 134 this Section 9.18Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided, provided that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrowerwithout the prior written consent of the Administrative Agent. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Notwithstanding any provision of this Agreement or any other Credit Document to the contrary, each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as ; provided that if no Event 165 of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, provided that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1810.19, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness Debt among Credit Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party ObligationsObligations (other than contingent obligations not yet due and payable). Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.20, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Party of the Loan Parties agrees that all intercompany Indebtedness among Credit any of the Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement any Loan Document to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that that, in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.18, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness Debt among Credit Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party ObligationsObligations (other than contingent obligations not yet due and payable). Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.20 hereof, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Loan Party agrees that all intercompany Indebtedness among Credit owing to non-Loan Parties (the “Intercompany Debt”) is subordinated in right of payment, payment to the prior payment in full of all Credit Party ObligationsObligations (other than contingent indemnification obligations). Notwithstanding any provision of this Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, provided that in the event of and during the continuation of any Event of Default, no payment shall be made (but such payments may accrue) by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit non-Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1810.16, such payment shall be held by such Credit non-Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided, provided that in the event of and during the continuation of any Event of Default, no 125 payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrowerwithout the prior written consent of the Administrative Agent. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

Subordination of Intercompany Debt. Each Credit Party of the Loan Parties agrees that all intercompany Indebtedness among Credit any of the Loan Parties (the “"Intercompany Debt”") is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement any Loan Document to the contrary, so long as provided that no Event of Default has occurred and is continuing, the Credit Loan Parties may make 109 and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that that, in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Loan Party on account of any Intercompany Debt other than payments to a BorrowerDebt. In the event that any Credit Loan Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.1811.18, such payment shall be held by such Credit Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent. [The remainder of this page has been left blank intentionally.] 110

Subordination of Intercompany Debt. Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. CHAR2\1695161v9 Notwithstanding any provision of this Agreement to the contrary, so long as no Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than payments to a Borrower. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 9.18, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.