Common use of Subordination of Intercompany Debt Clause in Contracts

Subordination of Intercompany Debt. Each Guarantor agrees that, to the extent it owes any Indebtedness to any Subsidiary of the Borrower that is not a Guarantor, payment of the principal of, and interest on and other charges with respect to, such Indebtedness is expressly subordinated and subject in right of payment to the prior payment in full of all obligations of such Guarantor under the Loan Documents, and such Guarantor agrees not to make any payment or prepayment, whether required or optional, of principal, interest or other charges on or with respect to any such Indebtedness if an Event of Default under Sections 8.01(a), (b) or (f) of the Credit Agreement shall have occurred and be continuing. Each Guarantor that owes any Indebtedness to any Subsidiary of the Borrower agrees to cause the payee of such Indebtedness to acknowledge the terms of this Section 23, either by (i) having such Subsidiary execute an Acknowledgment of Subordination of Intercompany Debt in the form attached to this Guaranty as Exhibit B and delivering such Acknowledgment of Subordinated Intercompany Debt to the Administrative Agent, or (ii) otherwise including the substance of this Section 23 in the documentation for the Intercompany Debt and delivering such documentation to the Administrative Agent.

Subordination of Intercompany Debt. Each Guarantor agrees that, to the extent it owes any Indebtedness to any Restricted Subsidiary of the Borrower that is not a Guarantor, payment of the principal of, and interest on and other charges with respect to, such Indebtedness is expressly subordinated and subject in right of payment to the prior payment in full of all obligations of such Guarantor under the Loan Documents, and such Guarantor agrees not to make any payment or prepayment, whether required or optional, of principal, interest or other charges on or with respect to any such Indebtedness if an Event of Default under Sections 8.01(a), (b) or (f) of the Credit Agreement shall have occurred and be continuing. Each Guarantor that owes any Indebtedness to any Restricted Subsidiary of the Borrower agrees to cause the payee of such Indebtedness to acknowledge the terms of this Section 23, either by (i) having such Restricted Subsidiary of the Borrower execute an Acknowledgment of Subordination of Intercompany Debt in the form attached to this Guaranty Guarantee as Exhibit B and delivering such Acknowledgment of Subordinated Intercompany Debt to the Administrative Agent, or (ii) otherwise including the substance of this Section 23 in the documentation for the Intercompany Debt such Indebtedness and delivering such documentation to the Administrative Agent.

Subordination of Intercompany Debt. Each Domestic Guarantor agrees that, to the extent it owes any Indebtedness to any Restricted Subsidiary of the Administrative Borrower that is not a Domestic Guarantor, payment of the principal of, and interest on and other charges with respect to, such Indebtedness is expressly subordinated and subject in right of payment to the prior payment in full of all obligations of such Domestic Guarantor under the Loan Documents, and such Domestic Guarantor agrees not to make any payment or prepayment, whether required or optional, of principal, interest or other charges on or with respect to any such Indebtedness if an Event of Default under Sections 8.01(a), (b) or (f) of the Credit Agreement shall have occurred and be continuing. Each Domestic Guarantor that owes any Indebtedness to any Restricted Subsidiary of the Administrative Borrower agrees to cause the payee of such Indebtedness to acknowledge the terms of this Section 23, either by (i) having such Restricted Subsidiary execute an Acknowledgment of Subordination of Intercompany Debt in the form attached to this Domestic Guaranty as Exhibit B and delivering such Acknowledgment of Subordinated Intercompany Debt to the Administrative Agent, or (ii) otherwise including the substance of this Section 23 in the documentation for the Intercompany Debt and delivering such documentation to the Administrative Agent.