Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 9 contracts

Samples: Credit Agreement (Stepan Co), Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/)

Appears in 8 contracts

Samples: Credit Agreement (International Rectifier Corp /De/), Pledge Agreement (Bruker Biosciences Corp), Credit Agreement (Tennant Co)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany ~~Indebtedness”~~ Indebtedness (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Lenders and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than Unliquidated Obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document,~~ Document and any ~~Swap Agreement or any Banking Services Agreement~~ agreement evidencing Rate Management Transactions have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Lenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Lenders. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than ~~the contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 6 contracts

Samples: Credit Agreement (Tri Pointe Homes, Inc.), Credit Agreement (TRI Pointe Group, Inc.), Credit Agreement (Tri Pointe Homes, Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than ~~the contingent indemnity obligations~~obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, except as otherwise permitted by the Credit Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 5 contracts

Samples: Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity ~~obligations~~obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, except as otherwise permitted by the Credit Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 5 contracts

Samples: Credit Agreement (Electronic Arts Inc.), Credit Agreement (Electronic Arts Inc.), Credit Agreement (Taleo Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations (other than unasserted contingent indemnification obligations not yet due and payable); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 5 contracts

Samples: Guaranty (Tredegar Corp), Guaranty (Tredegar Corp), Guaranty (Tredegar Corp)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), ~~any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations,~~ or against any of its ~~properties~~ properties, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations;~~ Notes Obligations (other than obligations expressly stated to survive such payment), provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Notes Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the ~~Administrative~~ Notes Collateral Agent in those ~~assets~~assets until the payment in full in cash, of all Notes Obligations (other than obligations expressly stated to survive such payment or termination), provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Grantor may ask, demand, take or receive any payment or take such other actions to the extent not prohibited by the terms of this Security Agreement and the other Notes Documents. ~~No Guarantor~~ If an Event of Default exists, no Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.13. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) ~~shall~~ shall, if an Event of Default has occurred and is continuing, be paid or delivered directly to the ~~Administrative~~ Notes Collateral Agent for application on any of the ~~Guaranteed~~ Notes Obligations, due or to become due, until such ~~Guaranteed~~ Notes Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.13, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ Secured Parties and shall, if an Event of ~~Guaranteed Obligations~~ Default has occurred and ~~shall~~ is continuing, forthwith deliver the same to the ~~Administrative~~ Notes Collateral Agent, for the benefit of the ~~Holders~~ Secured Parties (or prior to the Discharge of ~~Guaranteed~~ the Credit Agreement Obligations, the Bank Agent), in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Notes Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the ~~Administrative~~ Notes Collateral Agent, the ~~Administrative~~ Notes Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements~~ accordance with Section 8.13, except by operation of law pursuant to ~~any Loan Document among~~ a merger permitted by the ~~Borrower and the Holders of Guaranteed Obligations have been terminated,~~ Indenture no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the ~~Administrative Agent~~Notes Collateral Agent or the Issuer or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Microchip Technology Inc), Pledge and Security Agreement (Microchip Technology Inc), Pledge and Security Agreement (Microchip Technology Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations ~~and the Administrative Agent~~ in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and ~~all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~fully performed. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative Agent~~ Holders for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed ~~Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed~~ Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to ~~the Administrative Agent, for the benefit of~~ the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the ~~Administrative Agent~~Holders of Guaranteed Obligations, the ~~Administrative Agent~~ Holders of Guaranteed Obligations or any of ~~its~~ their officers or employees is are irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~fully performed, no Guarantor will assign or transfer to any Person ~~(other than the Administrative Agent)~~ any claim any such Guarantor has or may have against any Obligor.

Appears in 4 contracts

Samples: Stepan Company Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co), Guaranty (Stepan Co)

Appears in 4 contracts

Samples: Borrowing Subsidiary Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co), Assignment and Assumption (Fuller H B Co)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against the Borrower or~~ any ~~other Guarantor hereunder (each an “Obligor”)~~ of its Subsidiaries with respect to any “"Intercompany Indebtedness” " (as hereinafter defined) (herein, the "Obligated Entity"), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligated Entity to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Obligated Entity, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Obligated Entity shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap~~ Document or Hedging Agreement among the Borrower and the Holders of Secured Obligations (or any ~~Banking Services Agreement~~ affiliate thereof) have been terminated. If all or any part of the assets of any ~~Obligor~~Obligated Entity, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Obligated Entity, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Obligated Entity is dissolved or if substantially all of the assets of any such ~~Obligor~~ Obligated Entity are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Obligated Entity to ~~any Guarantor~~ the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the Holders of ~~Guaranteed Obligations~~Secured Obligations (and their affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the Holders of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations (and their affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Obligated Entity.

Appears in 4 contracts

Samples: Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Loan Party hereby agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ other Loan Party now or hereafter owing to ~~any Guarantor~~ such Loan Party, whether heretofore, now or hereafter created (the “~~Intercompany Indebtedness~~Loan Party Subordinated Debt”~~) shall be paid or delivered directly~~ ), is hereby subordinated to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations and ~~the termination~~ that, except as permitted under Section 6.08 of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so deliveredthis Agreement, the ~~same~~ Loan Party Subordinated Debt shall not be ~~held~~ paid in ~~trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement~~ whole or ~~assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that~~ in part until the ~~Guaranteed~~ Obligations ~~(other than the contingent indemnity obligations)~~ have been paid in full and this Agreement is terminated and of no further force or effect. No Loan Party shall accept any payment of or on account of any Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Loan Party as trustee for the Credit Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Loan Party’s liability hereunder. Each Loan Party agrees to file all claims against the Loan Party from whom the Loan Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Loan Party Subordinated Debt, and Administrative Agent shall be entitled to all of such Loan Party’s rights thereunder. If for any reason a Loan Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Loan Party hereby irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact, and Administrative Agent is hereby authorized to act as attorney-in-fact in ~~cash)~~ such Loan Party’s name to file such claim or, in Administrative Agent’s discretion, to assign such claim to and ~~satisfied and~~ cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all ~~financing arrangements pursuant~~ such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Loan Party hereby assigns to the Administrative Agent all of such Loan Party’s rights to any payments or distributions to which such Loan ~~Document among~~ Party otherwise would be entitled. If the ~~Borrower and~~ amount so paid is greater than such Loan Party’s liability hereunder, Administrative Agent shall pay the ~~Holders~~ excess amount to the party entitled thereto. In addition, each Loan Party hereby irrevocably appoints Administrative Agent as its attorney-in-fact to exercise all of ~~Guaranteed Obligations have been terminated, no Guarantor will assign~~ such Loan Party’s voting rights in connection with any Bankruptcy Event of the Loan Party or ~~transfer to any Person~~ Loan Party from whom the Loan Party Subordinated Debt is owing. (~~other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.~~Signature Pages Follow)

Appears in 4 contracts

Samples: Credit Agreement (Manitex International, Inc.), Credit Agreement (A.S.V., LLC), Credit Agreement (Manitex International, Inc.)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Borrower hereby agrees that any ~~and all claims of such Guarantor against the Borrower or~~ Indebtedness (along with any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorLien, whether now or hereafter ~~arising and howsoever existing~~arising, ~~in any assets~~ purporting to secure such Indebtedness) of any other ~~Obligor shall be and are~~ Borrower or Loan Party now or hereafter owing to such Borrower, whether heretofore, now or hereafter created (the “Borrower Subordinated Debt”), is hereby subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations and that, except as permitted under Section 6.10, the Borrower Subordinated Debt shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall not be paid in whole or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that part until the ~~Guaranteed~~ Obligations ~~(other than the contingent indemnity obligations)~~ have been paid in full (and this Agreement is terminated and of no further force or effect. No Borrower shall accept any payment of or on account of any Borrower Subordinated Debt at any time in ~~cash) and satisfied and all financing arrangements pursuant to any Loan Document among~~ contravention of the foregoing. Each payment on the Borrower Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower as trustee for the Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Borrower’s liability hereunder. Each Borrower agrees to file all claims against the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Borrower Subordinated Debt, and the ~~Holders~~ Administrative Agent shall be entitled to all of ~~Guaranteed Obligations have been terminated~~such Borrower’s rights thereunder. If for any reason a Borrower fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, ~~no Guarantor will assign or transfer~~ such Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to ~~any Person (other than~~ act as attorney-in-fact in such Borrower’s name to file such claim or, in the Administrative Agent) ’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Borrower hereby assigns to the Administrative Agent all of such Borrower’s rights to any ~~claim~~ payments or distributions to which such Borrower otherwise would be entitled. If the amount so paid is greater than such Borrower’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Borrower’s voting rights in connection with any ~~such Guarantor has~~ bankruptcy proceeding or ~~may have against~~ any ~~Obligor~~plan for the reorganization of the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the ~~Borrower~~ Company or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany ~~Indebtedness”~~ Indebtedness (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations ~~and the Administrative Agent~~ in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and ~~all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~fully performed. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative Agent~~ Beneficiaries for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed ~~Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed~~ Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to ~~the Administrative Agent, for the benefit of~~ the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the ~~Administrative Agent~~Holders of Guaranteed Obligations, the ~~Administrative Agent~~ Holders of Guaranteed Obligations or any of ~~its~~ their officers or employees is are irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~fully performed, no Guarantor will assign or transfer to any Person ~~(other than the Administrative Agent)~~ any claim any such Guarantor has or may have against any Obligor.

Appears in 4 contracts

Samples: Master Note Agreement (Stepan Co), Subsidiary Guaranty (Stepan Co), Defined Terms (Stepan Co)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany ~~Indebtedness”~~ Indebtedness (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Lenders and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document,~~ Document and any ~~Swap Agreement or any Banking Services Agreement~~ agreement evidencing Rate Management Transactions have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Lenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Lenders. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than ~~the contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 4 contracts

Samples: Credit Agreement (New Home Co Inc.), Credit Agreement (New Home Co Inc.), Credit Agreement (New Home Co Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against Holdings, the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among Holdings, the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among Holdings, the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)

Appears in 3 contracts

Samples: Credit Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “Intercompany Indebtedness” (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; provided that, ~~as long as no~~ and not in contravention of the foregoing, unless an Event of Default has occurred and is ~~continuing~~continuing and the Borrower receives from the Administrative Agent a payment blockage notice pursuant to this Section 9.17 that has not been withdrawn, ~~such Guarantor~~ the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from the Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from ~~any Obligor~~the Guarantors, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ such guarantor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations ~~and the Administrative Agent~~ in those assets. ~~No Guarantor~~ The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services Obligations, contingent indemnity obligations, and other contingent obligations) shall have been fully paid and satisfied (in cash~~) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~). If all or any part of the assets of any ~~Obligor~~such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding~~, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold~~, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any ~~indebtedness~~ Indebtedness of any ~~Obligor~~ Guarantor, to ~~any Guarantor~~ the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on to any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services Obligations, contingent indemnity obligations, and other contingent obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than obligations to pay fees and ~~the termination of all financing arrangements pursuant~~ expenses with respect to ~~any Loan Document among~~ which the Borrower ~~and the Holders of Guaranteed~~ has not received an invoice, Rate Management Obligations, ~~such Guarantor~~ Banking Services Obligations, contingent indemnity obligations and other contingent obligations), the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative ~~Agent,~~ Agent for ~~the benefit~~ application to any of the ~~Holders of Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary)~~, for application to any of the Guaranteed Obligations, due or not due~~, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders of Guaranteed Obligations~~Administrative Agent. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative ~~Agent, the Administrative~~ Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services Obligations, contingent indemnity obligations, and other contingent obligations) have been paid in full (in cash) and ~~satisfied and all financing arrangements pursuant to any Loan Document among~~ satisfied, the Borrower ~~and the Holders of Guaranteed Obligations have been terminated, no Guarantor~~ will not assign or transfer to any Person (other than the ~~Administrative~~ Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor except as otherwise permitted by the Loan Documents.

Appears in 3 contracts

Samples: Credit Agreement (Chemed Corp), Credit Agreement (Chemed Corp), Credit Agreement (Chemed Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of~~ Guaranteed ~~Obligations~~ Parties and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of~~ Guaranteed ~~Obligations~~Parties, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of~~ Guaranteed ~~Obligations~~ Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of~~ Guaranteed ~~Obligations~~Parties, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of~~ Guaranteed ~~Obligations~~Parties. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the ~~contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of~~ Guaranteed ~~Obligations~~ Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Term Loan Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against ~~the~~ any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany ~~Indebtedness”~~ Indebtedness (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank); provided that, unless otherwise prohibited as ~~long as no Event of Default has occurred and is continuing~~otherwise set forth below, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. ~~Notwithstanding~~ Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations ~~and the Administrative Agent~~ in those assets. No Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, no Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, (a) if all or any part of the assets of ~~any~~ such Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, ~~and whether~~ in each case by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or ~~proceeding,~~ proceeding with respect to such Obligor (all of the foregoing referred to as an “Insolvency Proceeding”) or (b) if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, in each case pursuant to an Insolvency Proceeding with respect to such Obligor, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of ~~any~~ such Obligor to any Guarantor (“Intercompany Indebtedness”) ), shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have first been fully paid and satisfied (in cash). ~~Should~~ Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to ~~the~~ such Intercompany Indebtedness after any such Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) and the termination of all financing arrangements pursuant to any Loan ~~Document among the Borrower and the Holders of Guaranteed Obligations~~Document, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. ~~Each~~ Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, each Guarantor agrees that until the Guaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the ~~contingent indemnity obligations~~provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among ~~the~~ any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Amendment and Restatement Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, Inc.)

Subordination of Intercompany Indebtedness. ~~Each~~ The Guarantor agrees that any and all claims of ~~such~~ the Guarantor against the ~~Borrower~~ Borrower, the General Partner or any ~~other~~ Subsidiary Guarantor ~~hereunder~~ (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, ~~such~~ the Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of ~~any~~ the Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of ~~such~~ the Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of~~ Guaranteed ~~Obligations~~ Parties and the Administrative Agent in those assets. No The Guarantor shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to ~~any~~ the Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable~~ Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower or the General Partner and the ~~Holders of~~ Guaranteed ~~Obligations~~Parties, ~~such~~ the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of~~ Guaranteed ~~Obligations~~ Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of~~ Guaranteed ~~Obligations~~Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of~~ Guaranteed ~~Obligations~~Parties. If ~~any such~~ the Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. ~~Each~~ The Guarantor agrees that until the Guaranteed Obligations (other than the ~~contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower or the General Partner and the ~~Holders of~~ Guaranteed ~~Obligations~~ Parties have been terminated, no the Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such~~ the Guarantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc), Term Loan Agreement (CBL & Associates Properties Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Tredegar Corp), Pledge and Security Agreement (Tredegar Corp), Pledge and Security Agreement (Tredegar Corp)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower~~ any other Grantor or any other ~~Guarantor hereunder~~ Subsidiary of the Company (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Financing Documents. Notwithstanding any right of any ~~Guarantor~~ Alliance – Security Agreement Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any ~~assets~~ assets, excluding any Excluded Assets, of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the ~~Administrative~~ Collateral Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all ~~financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services~~ Commitments of the Lenders and Letters of Credit issued under the Credit Agreement have ~~been terminated~~terminated or expired. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, or if the business of any such Obligor is ~~dissolved or if substantially all of the assets of any such Obligor are sold~~dissolved, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative~~ Collateral Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become ~~due~~due in accordance with Section 5.1 of the Intercreditor Agreement, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all ~~financing arrangements~~ Commitments of the Lenders and Letters of Credit issued pursuant to ~~any Loan Document among~~ the ~~Borrower and the Holders of Guaranteed Obligations~~Credit Agreement, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the ~~Administrative~~ Collateral Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the ~~Administrative~~ Collateral Agent, the ~~Administrative~~ Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed~~ termination of the Secured Obligations ~~(other than the contingent indemnity obligations) have been paid~~ a set forth in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Section 8.11 hereof, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the ~~Administrative Agent~~Collateral Agent or the Company or another Grantor or pursuant to a receivables securitization program permitted by Section 5.02(b)(iii)(H) of the Credit Agreement and Section 10.3(c)(viii) of the Note Purchase Agreement) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Security Agreement (Alliance Resource Partners Lp), Security Agreement, Security Agreement (Alliance Holdings GP, L.P.)

Appears in 3 contracts

Samples: Credit Agreement (Vistaprint N.V.), Credit Agreement (Vistaprint N.V.), Guaranty (Cimpress N.V.)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ of its Subsidiaries that is a Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, ~~xxx~~ sxx for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document or ~~any Banking Services~~ Designated Hedging Agreement have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to ~~any Guarantor~~ the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and the Hedging Obligations under Designated Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations or Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document ~~among~~ and/or Designated Hedging Agreement, the Borrower ~~and the Holders of Guaranteed Obligations, such Guarantor~~ shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document ~~among the Borrower~~ and ~~the Holders of Guaranteed Obligations~~ all Designated Hedging Agreements have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 3 contracts

Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations and the ~~Administrative~~ Collateral Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.12 hereof. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative~~ Collateral Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.12 hereof, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the ~~Administrative~~ Collateral Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the Holders of ~~Guaranteed~~ Secured Obligations. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the ~~Administrative~~ Collateral Agent, the ~~Administrative~~ Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.12 hereof, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the ~~Administrative Agent~~Collateral Agent or the Company or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 3 contracts

Samples: Security Agreement (Photronics Inc), Security Agreement (Photronics Inc), Security Agreement (Photronics Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”)~~ of its Subsidiaries that is a guarantor with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ guarantor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations ~~and the Administrative Agent~~ in those assets. ~~No Guarantor~~ The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document among the Borrower and the Holders of Secured Obligations (or any ~~Banking Services Agreement~~ affiliate thereof) have been terminated. If all or any part of the assets of any ~~Obligor~~guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any ~~indebtedness~~ Indebtedness of any ~~Obligor~~ guarantor to ~~any Guarantor~~ the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative~~ Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed Obligations~~Secured Obligations (and their Affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the ~~Administrative~~ Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ Holder of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the ~~Administrative~~ Agent, the ~~Administrative~~ Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ the Secured Obligations (and their Affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the ~~Administrative~~ Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~guarantor.

Appears in 3 contracts

Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for, subject to the Intercreditor Agreement (for so long as the Intercreditor Agreement is in effect), application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.), Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.)

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against ~~the Borrower or~~ any other ~~Guarantor hereunder (each an “Obligor”)~~ Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is ~~continuing, such~~ continuing each Borrower Guarantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower Guarantor to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~other Loan Party, all rights, liens and security interests of ~~such~~ any Borrower Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Loan Party shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. No Borrower Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, ~~any Swap Agreement or any Banking Services Agreement~~ Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit have been terminated. If all or any part of the assets of any ~~Obligor~~Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Loan Party is dissolved or if substantially all of the assets of any such ~~Obligor~~ Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ such Loan Party to any Borrower Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable~~ any Borrower Guarantor upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan ~~Document among the Borrower and the Holders~~ Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Bilateral Letters of ~~Guaranteed Obligations~~Credit, such Borrower Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Borrower Guarantor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the~~ such Borrower Guarantor as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations. If any ~~such~~ Borrower Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan ~~Document among the Borrower~~ Documents, Secured Hedge Agreements, Secured Cash Management Agreements and ~~the Holders~~ Secured Bilateral Letters of ~~Guaranteed Obligations~~ Credit have been terminated, no Borrower Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim ~~any~~ such Borrower Guarantor has or may have against any ~~Obligor~~other Loan Party.

Appears in 2 contracts

Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations; ), provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement, the Indenture and the other Collateral Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the ~~Administrative~~ Collateral Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Collateral Agent (or, subject to the Intercreditor Agreements, to the Administrative Agent or such other Person to whom delivery is required thereunder) for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, in accordance with Article VII, until such ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Collateral Agent (or, subject to the Intercreditor Agreements, to the Administrative ~~Agent~~Agent or such other Person to whom delivery is required thereunder), for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, in accordance with Article VII, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such required endorsement or assignment to the ~~Administrative~~ Collateral Agent, the ~~Administrative~~ Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the ~~Administrative Agent~~Collateral Agent or the Company or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (CIMPRESS PLC), Pledge and Security Agreement (CIMPRESS PLC)

Appears in 2 contracts

Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Revolving Credit Agreement (Chicago Bridge & Iron Co N V)

Appears in 2 contracts

Samples: Credit Agreement (Esco Technologies Inc), Credit Agreement (Esco Technologies Inc)

Appears in 2 contracts

Samples: Credit Agreement (Newmarket Corp), Credit Agreement (Newmarket Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be Be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Payment Event of Default or Acceleration Event (as defined in the Security Agreement) has occurred and is continuing, such Guarantor may make loans and otherwise extend Intercompany Indebtedness to, and receive payments ~~of principal and interest~~ from any Obligor with respect to Intercompany ~~Indebtedness~~Indebtedness to the extent not prohibited by the other terms of the Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than the Unliquidated Obligations) shall have first been fully paid and satisfied (or, in ~~cash~~the case of Letters of Credit, cash collateralized pursuant to terms reasonably acceptable to the Administrative Agent). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Secured Parties, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the ~~contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Secured Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Guaranty (Advisory Board Co), Guaranty (Advisory Board Co)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations; provided that, as long as no Event~~ obligations of ~~Default has occurred and is continuing,~~ such Guarantor ~~may receive payments of principal and interest from any Obligor with respect~~ pursuant to ~~Intercompany Indebtedness~~the Guaranty. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the obligations of such Guarantor pursuant to the Guaranty or otherwise) shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the ~~Administrative Agent~~ Lenders in those assets. ~~No Guarantor~~ The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document~~Document among the Borrower and the Agents, ~~any Swap Agreement or any Banking Services Agreement~~ the LC Issuers and the Lenders have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Guarantor is dissolved or if substantially all of the assets of any ~~such Obligor~~ Guarantor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to ~~any Guarantor~~ the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Agents, ~~such Guarantor~~ the LC Issuers and the Lenders, the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Applebees International Inc), Assignment Agreement (Applebees International Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations (other than contingent indemnity obligations); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Zebra Technologies Corp), Credit Agreement (Zebra Technologies Corp/De)

Subordination of Intercompany Indebtedness. Each Subsidiary Guarantor agrees that any and all claims of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor hereunder (~~each~~ each, an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations until the Termination Date; provided that, as long as no Event of Default has occurred and is continuing, such Subsidiary Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany ~~Indebtedness~~Indebtedness to the extent not prohibited by the other terms of the Loan Documents. Notwithstanding any right of any Subsidiary Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Subsidiary Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties, the Administrative Agent and the ~~Administrative~~ Collateral Agent in those assets. No Subsidiary Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of~~ the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedTermination Date. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any ~~indebtedness~~ Indebtedness of any Obligor to any Subsidiary Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until ~~such Guaranteed Obligations shall have first been fully paid and satisfied (in cash)~~the Termination Date. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Secured Parties, such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the Subsidiary Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Subsidiary Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative Agent or the Collateral Agent, the Administrative Agent or the Collateral Agent or any of ~~its~~ their officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Guaranty (Tessera Holding Corp), Guaranty (Xperi Holding Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding~~, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold~~, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ~~Obligations~~Obligations of such Guarantor, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Apollo Group Inc), Credit Agreement (Apollo Group Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are ~~sold, then, and in any~~ sold (each such event ~~(such events~~ being herein referred to as an “Insolvency Event”), then any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Loan Agreement (Universal Corp /Va/), Credit Agreement (Universal Corp /Va/)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of ~~Guaranteed~~ Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ~~Obligor~~Obligor except as otherwise permitted pursuant to any Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Bea Systems Inc), Loan Agreement (Global Payments Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against ~~the~~ any Borrower or any other ~~Guarantor hereunder~~ guarantor of all or any part of the Guaranteed Obligations (~~each~~ each, an “Obligor”) ), or against any of their respective properties, in each case with respect to any “Intercompany Indebtedness” (as hereinafter defined), ~~any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ shall be subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash,~~ Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of ~~principal~~ principal, interest and ~~interest~~ other amounts from any Obligor with respect to Intercompany Indebtedness, in each case made in the ordinary course of business. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations and the Administrative Agent~~ Secured Parties in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations ~~shall~~ have been ~~fully paid and satisfied (~~Paid in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~Full. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall, in each case, while an Event of Default shall have occurred and is continuing, be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations ~~shall~~ have first been ~~fully paid and satisfied (~~Paid in ~~cash)~~Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and while an Event of Default shall have occurred and is continuing but prior to the ~~satisfaction of all~~ Payment in Full of the ~~Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of~~ Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the~~ such Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If ~~any~~ such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees ~~that~~ that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations ~~(other than the contingent indemnity obligations)~~ have been ~~paid~~ Paid in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Full, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (LogMeIn, Inc.), Subsidiary Guarantee Agreement (LogMeIn, Inc.)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ of its Subsidiaries that is a Subsidiary Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Subsidiary Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Subsidiary Guarantor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap~~ Document or Hedging Agreement among the Borrower and the Holders of Obligations (or any ~~Banking Services Agreement~~ affiliate thereof) have been terminated. If all or any part of the assets of any ~~Obligor~~Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Subsidiary Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Subsidiary Guarantor to ~~any Guarantor~~ the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the Holders of ~~Guaranteed Obligations~~Obligations (and their affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the Holders of ~~Guaranteed~~ Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the Holders of ~~Guaranteed~~ Obligations (and their affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Subsidiary Guarantor.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Energizer Holdings Inc), Revolving Credit Agreement (Energizer Holdings Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ of the Loan Parties, jointly and severally, agrees that any and all claims of ~~such Guarantor~~ any of them against the ~~Borrower~~ other or ~~any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined),~~ against any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of any ~~Guarantor~~ Loan Party to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~other, all rights, liens and security interests of ~~such Guarantor~~any Loan Party, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Loan Party shall be and are subordinated to the rights of the ~~Holders~~ Lenders, or other holders of ~~Guaranteed~~ Obligations and the Administrative Agent in those assets. No ~~Guarantor~~ Loan Party shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied ~~(in cash)~~ and all financing arrangements ~~pursuant to any~~ among the Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Parties and the Lenders and other holders of Obligations have been terminated. If all or any part of the assets of any ~~Obligor~~Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Loan Party is dissolved or if substantially all of the assets of any ~~such Obligor~~ Loan Party are sold, then, and in any such ~~event (such events being herein referred to as an “Insolvency Event”)~~event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ such Loan Party to any ~~Guarantor~~ other Loan Party (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and ~~satisfied (~~satisfied. Each Loan Party irrevocably authorizes and empowers the Administrative Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the applicable Loan Party such proofs of claim and take such other action, in ~~cash)~~the Administrative Agent's own name or in the name of the applicable Loan Party or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Section 11.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable Guarantor~~ any Loan Party upon or with respect to the Intercompany Indebtedness on or after ~~any Insolvency Event and~~ the acceleration of the Obligations but prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Loan Party and the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations, ~~such Guarantor~~ the applicable Loan Party shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Loan Parties where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Loan Parties, as applicable, as the property of the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations. If any ~~such Guarantor~~ Loan Party fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor agrees~~ The Loan Parties agree that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Loan Parties and the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations have been terminated, ~~no Guarantor~~ the Loan Parties will not assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or another Loan Party) any claim ~~any~~ such ~~Guarantor~~ Loan Party has or may have against any ~~Obligor~~other Loan Party.

Appears in 2 contracts

Samples: Credit Agreement (Finish Line Inc /In/), Assignment and Assumption Agreement (Finish Line Inc /In/)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Chicos Fas Inc), Credit Agreement (Varian Semiconductor Equipment Associates Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Payment Event of Default or Acceleration Event has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans and extend other Intercompany Indebtedness to and receive payments ~~of principal and interest from any Obligor~~ with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14 hereof. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (or, in the case of Letters of Credit, cash-collateralized pursuant to terms reasonably acceptable to the Administrative Agent). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14 hereof, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14 hereof, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Advisory Board Co), Pledge and Security Agreement (Advisory Board Co)

Subordination of Intercompany Indebtedness. ~~Each~~ The Guarantor agrees that any and all claims of ~~such~~ the Guarantor against the ~~Borrower or any other Guarantor hereunder~~ Designated Borrowers (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, ~~such~~ the Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of ~~any~~ the Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of ~~such~~ the Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Obligations ~~and the Administrative Agent~~ in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to ~~any~~ the Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable~~ Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the ~~Borrower~~ Designated Borrowers and the Holders of ~~Guaranteed~~ Obligations, ~~such~~ the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of ~~Guaranteed~~ Obligations. If ~~any such~~ the Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. ~~Each~~ The Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the ~~Borrower~~ Designated Borrowers and the Holders of ~~Guaranteed~~ Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such~~ the Guarantor has or may have against any ~~Obligor~~Obligor except as otherwise permitted pursuant to any Loan Document. The Guarantor's liability under this Guaranty is limited so that each obligation of, or transfer by, the Guarantor under this Guaranty, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the greatest amount that would not render its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief Laws.

Appears in 2 contracts

Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the ~~rights~~ rights, if any, of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Lexmark International Inc /Ky/), Credit Agreement (Lexmark International Inc /Ky/)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ of its Subsidiaries that is a Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other 112 guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates ("DESIGNATED HEDGING AGREEMENTS"); provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, ~~xxx~~ sue for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, ~~liens~~ xxxns and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document or ~~any Banking Services~~ Designated Hedging Agreement have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Guarantor are sold, then, and in any such event (such events being herein referred to as an ~~“Insolvency Event”~~"INSOLVENCY EVENT"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to ~~any Guarantor~~ the Borrower (~~“Intercompany Indebtedness”~~"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and the Hedging Obligations under Designated Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations or Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document ~~among~~ and/or Designated Hedging Agreement, the Borrower ~~and the Holders of Guaranteed Obligations, such Guarantor~~ shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document ~~among the Borrower~~ and ~~the Holders of Guaranteed Obligations~~ all Designated Hedging Agreements have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)

Subordination of Intercompany Indebtedness. ~~Each Guarantor agrees~~ The Borrowers agree that any and all claims of ~~such~~ any Borrower against any Guarantor ~~against the Borrower or any other Guarantor hereunder (each an “Obligor”)~~ with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default ~~has occurred~~ is continuing the Borrowers may make loans to and ~~is continuing, such Guarantor may~~ receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any ~~Guarantor~~ Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrowers, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the ~~Administrative Agent~~ Lenders in those assets. No ~~Guarantor~~ Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to ~~any~~ all of the Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Documents have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Guarantor is dissolved or if substantially all of the assets of any ~~such Obligor~~ Guarantor are ~~sold~~sold (other than in an transaction permitted under this Agreement), then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to any ~~Guarantor~~ Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable Guarantor~~ any Borrower upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to ~~any~~ all of the Loan ~~Document among the Borrower and the Holders of Guaranteed Obligations~~Documents, such ~~Guarantor~~ Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of ~~the Guarantor~~ such Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the Guarantor~~ such Borrower as the property of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders. If any ~~such Guarantor~~ Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the ~~Borrower~~ Borrowers and the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders have been terminated, no ~~Guarantor~~ Borrower will assign or transfer to any Person (other than the Administrative Agent or any other transferee that agrees to be bound by the terms of this Agreement in writing (in form and substance acceptable to the Administrative Agent)) any claim any ~~such Guarantor~~ Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Acuity Brands Inc), Revolving Credit Agreement (Zep Inc.)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations; ), provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, in accordance with Article VII, until such ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, in accordance with Article VII, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such required endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or any Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Cimpress N.V.), Pledge and Security Agreement (Vistaprint N.V.)

Appears in 2 contracts

Samples: Credit Agreement (Fiserv Inc), Credit Agreement (Fiserv Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Obligor agrees that any and all claims of such ~~Guarantor~~ Obligor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Obligor (each an “Intercompany Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such ~~Guarantor~~ Obligor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Intercompany Obligor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Obligor to ask, demand, xxx for, take or receive any payment from any Intercompany Obligor, all rights, liens and security interests of such ~~Guarantor~~Obligor, whether now or hereafter arising and howsoever existing, in any assets of any other Intercompany Obligor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. No ~~Guarantor~~ Obligor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of~~ the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFacility Termination Date has occurred. If all or any part of the assets of any Intercompany Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Intercompany Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Intercompany Obligor is dissolved or if substantially all of the assets of any such Intercompany Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Intercompany Obligor to any ~~Guarantor~~ Obligor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Obligor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all~~ occurrence of the ~~Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~Facility Termination Date, such ~~Guarantor~~ Obligor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Obligor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Obligor as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations. If any such ~~Guarantor~~ Obligor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Obligor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFacility Termination Date has occurred, no ~~Guarantor~~ Obligor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Borrower or another Obligor) any claim any such ~~Guarantor~~ Obligor has or may have against any Intercompany Obligor.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Balchem Corp), Security and Pledge Agreement (Balchem Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate ~~and~~ and, during the existence of an Event of Default, subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document or any ~~Banking Services Agreement~~ Designated Financial Contract have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of ~~Guaranteed~~ Secured Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc)

Appears in 2 contracts

Samples: Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other ~~Guarantor hereunder~~ guarantor of all or any part of the Guaranteed Obligations (~~each~~ each, an “Obligor”) ), or against any of their respective properties, in each case with respect to any “Intercompany Indebtedness” (as hereinafter defined), ~~any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ shall be subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash,~~ Full of all Guaranteed Obligations; provided that, as long as no Specified Event of Default has occurred and is continuing, such Guarantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each Obligor to the extent not prohibited by the terms of the Credit Agreement, this Guaranty or the other Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, until Payment in Full of the Guaranteed Obligations, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations and the Administrative Agent~~ Secured Parties in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations ~~shall~~ have been ~~fully paid and satisfied (~~Paid in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~Full. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or or, except as expressly permitted under Section 6.03 of the Credit Agreement, if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for ~~application on~~ application, in accordance with and in the order set forth in Section 2.17(b) of the Credit Agreement, to any of the Guaranteed Obligations, ~~due or to become due,~~ until such Guaranteed Obligations ~~shall~~ have first been ~~fully paid and satisfied (~~Paid in ~~cash)~~Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all~~ Payment in Full of the ~~Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of~~ Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Guarantor where necessary), for ~~application~~ application, in accordance with and in the order set forth in Section 2.17(b) of the Credit Agreement, to any of the Guaranteed Obligations~~, due or not due~~, and, until so delivered, the same shall be held in trust by ~~the~~ such Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If ~~any~~ such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees ~~that~~ that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations ~~(other than the contingent indemnity obligations)~~ have been ~~paid~~ Paid in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Full, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Guarantee Agreement (Marketaxess Holdings Inc), Guarantee Agreement (Marketaxess Holdings Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ of the Issuer and the Guarantors (for the purposes of this Section 11.8, a “Creditor”) acknowledges and agrees that ~~any~~ all present and future Intercompany Indebtedness (whether on account of principal, interest, indemnity or otherwise) and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be security therefor is hereby postponed and made subordinate ~~and subject~~ in right of payment to the prior ~~payment,~~ payment in full ~~and~~ of, (i) in ~~cash~~the case of the Intercompany Indebtedness of the Issuer, ~~of all~~ the Guaranteed Obligations, and (ii) in the case of any Intercompany Indebtedness of a Guarantor, all present and future liabilities and obligations of such Guarantor pursuant to its Debenture Guarantee; provided that, as so long as there is no Event of Default which is continuing and which has ~~occurred~~ not been waived in writing by the Debenture Trustees, and ~~is continuing~~Guaranteed Obligations have not been accelerated pursuant to this Indenture, ~~such Guarantor may~~ each Creditor shall be entitled to receive and retain for its own account all payments in respect of ~~principal and interest from any Obligor with respect~~ the Intercompany Indebtedness made in the ordinary course of business or pursuant to the terms of the Intercompany Indebtedness~~. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor~~, whether ~~now~~ on account of principal, interest, indemnity or ~~hereafter arising and howsoever existing, in any assets~~ otherwise. Following the occurrence of ~~any other Obligor shall be and are subordinated to the rights~~ an Event of ~~the Holders of Guaranteed Obligations~~ Default which is continuing and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all acceleration of the Guaranteed Obligations ~~shall have been fully paid and satisfied (in cash) and all financing arrangements~~ pursuant to this Indenture, the Holders and the Debenture Trustees shall be entitled to receive payment in full in cash in respect of the Guaranteed Obligations (including interest accruing after, or which would accrue but for, the commencement of any ~~Loan Document~~proceeding at the rate specified in or determined in accordance with this Indenture, whether or not a claim for such interest would be allowed) before any ~~Swap Agreement~~ Creditor shall be entitled to receive any payment or distribution in respect of Intercompany Indebtedness, and no payments will be made, given or permitted, directly or indirectly, by set-off, redemption, purchase or in any ~~Banking Services Agreement have been terminated. If all~~ other manner, as payment of or security for the whole or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any Intercompany Indebtedness. If a payment or distribution is made to a Creditor in contravention of ~~any kind or character~~this paragraph, ~~either~~ such Creditor shall hold such payment in ~~cash, securities or other property, which~~ trust for the Holders and the Debenture Trustees and shall ~~be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly~~ immediately pay over and deliver such payment to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorDebenture Trustees.

Appears in 2 contracts

Samples: Supplemental Indenture (Wall2wall Media Inc.), Supplemental Indenture (Wall2wall Media Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Fuller H B Co), Guaranty (Fuller H B Co)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash,~~ Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been ~~fully paid and satisfied (~~Paid in ~~cash)~~ Full and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been ~~fully paid and satisfied (~~Paid in ~~cash)~~Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction~~ Payment in Full of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been ~~paid~~ Paid in ~~full (in cash) and satisfied~~ Full and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Maxim Integrated Products Inc), Credit Agreement

Appears in 2 contracts

Samples: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ of the Issuer and the Guarantors (for the purposes of this Section 8.8, a “Creditor”) acknowledges and agrees that ~~any~~ all present and future Intercompany Indebtedness (whether on account of principal, interest, indemnity or otherwise) and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be security therefor is hereby postponed and made subordinate ~~and subject~~ in right of payment to the prior ~~payment,~~ payment in full ~~and~~ of, (i) in ~~cash~~the case of the Intercompany Indebtedness of the Issuer, ~~of all~~ the Guaranteed Obligations, and (ii) in the case of any Intercompany Indebtedness of a Guarantor, all present and future liabilities and obligations of such Guarantor pursuant to its Note Guarantee; provided that, as so long as there is no Event of Default which is continuing and which has ~~occurred~~ not been waived in writing by the Trustees, and ~~is continuing~~Guaranteed Obligations have not been accelerated pursuant to this Indenture, ~~such Guarantor may~~ each Creditor shall be entitled to receive and retain for its own account all payments in respect of ~~principal and interest from any Obligor with respect~~ the Intercompany Indebtedness made in the ordinary course of business or pursuant to the terms of the Intercompany Indebtedness~~. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor~~, whether ~~now~~ on account of principal, interest, indemnity or ~~hereafter arising and howsoever existing, in any assets~~ otherwise. Following the occurrence of ~~any other Obligor shall be and are subordinated to the rights~~ an Event of ~~the Holders of Guaranteed Obligations~~ Default which is continuing and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all acceleration of the Guaranteed Obligations ~~shall have been fully paid and satisfied (in cash) and all financing arrangements~~ pursuant to this Indenture, the Holders and the Trustees shall be entitled to receive payment in full in cash in respect of the Guaranteed Obligations (including interest accruing after, or which would accrue but for, the commencement of any ~~Loan Document~~proceeding at the rate specified in or determined in accordance with this Indenture, whether or not a claim for such interest would be allowed) before any ~~Swap Agreement~~ Creditor shall be entitled to receive any payment or distribution in respect of Intercompany Indebtedness, and no payments will be made, given or permitted, directly or indirectly, by set-off, redemption, purchase or in any ~~Banking Services Agreement have been terminated. If all~~ other manner, as payment of or security for the whole or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any Intercompany Indebtedness. If a payment or distribution is made to a Creditor in contravention of ~~any kind or character~~this paragraph, ~~either~~ such Creditor shall hold such payment in ~~cash, securities or other property, which~~ trust for the Holders and the Trustees and shall ~~be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly~~ immediately pay over and deliver such payment to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorTrustees.

Appears in 2 contracts

Samples: Supplemental Indenture (Wall2wall Media Inc.), Supplemental Indenture (Wall2wall Media Inc.)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that ------------------------------------------- any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ of its Subsidiaries that is a Subsidiary Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default -------- has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Subsidiary Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Subsidiary Guarantor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap~~ Document or Hedging Agreement among the Borrower and the holders of the Obligations (or any ~~Banking Services Agreement~~ affiliate thereof) have been terminated. If all or any part of the assets of any ~~Obligor~~Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Subsidiary Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Subsidiary Guarantor to ~~any Guarantor~~ the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the ~~Holders~~ holders of ~~Guaranteed Obligations~~Obligations (and their affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations (and their affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Subsidiary Guarantor.

Appears in 2 contracts

Samples: Year Revolving Credit Agreement (Ralston Purina Co), 364 Day Credit Agreement (Ralston Purina Co)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations; provided that, as long as no Event~~ obligations of ~~Default has occurred and is continuing,~~ such Guarantor ~~may receive payments of principal and interest from any Obligor with respect~~ pursuant to ~~Intercompany Indebtedness~~the Guaranty. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, ~~xxx~~ sue for, take or receive any payment from any ~~Obligor~~Guarantor, all ~~rights~~rightx, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the obligations of such Guarantor pursuant to the Guaranty or otherwise) shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the ~~Administrative Agent~~ Lenders in those assets. ~~No Guarantor~~ The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document~~Document among the Borrower and the Agents, ~~any Swap Agreement or any Banking Services Agreement~~ the LC Issuers and the Lenders have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Guarantor is dissolved or if substantially all of the assets of any ~~such Obligor~~ Guarantor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to ~~any Guarantor~~ the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Agents, ~~such Guarantor~~ the LC Issuers and the Lenders, the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Applebees International Inc), Credit Agreement (Applebees International Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), ~~any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations,~~ or against any of its ~~properties~~ properties, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations;~~ Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, in each case not due and payable, and other obligations expressly stated to survive such payment or termination) and expiration or termination of all Letters of Credit (or cash collateralization or other arrangements for such Letters of Credit reasonably satisfactory to the Administrative Agent), provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those ~~assets~~assets until the payment in full in cash, of all Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, in each case not due and payable, and other obligations expressly stated to survive such payment or termination) and expiration or termination of all Letters of Credit (or cash collateralization or other arrangements for such Letters of Credit reasonably satisfactory to the Administrative Agent), provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Grantor may ask, demand, take or receive any payment or take such other actions to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. ~~No Guarantor~~ If an Event of Default exists, no Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) ~~shall~~ shall, if an Event of Default has occurred and is continuing, be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ Secured Parties and shall, if an Event of ~~Guaranteed Obligations~~ Default has occurred and ~~shall~~ is continuing, forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements~~ accordance with Section 8.14, except by operation of law pursuant to ~~any Loan Document among~~ a merger permitted by the ~~Borrower and the Holders of Guaranteed Obligations have been terminated,~~ Credit Agreement no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Microchip Technology Inc), Pledge and Security Agreement (Microchip Technology Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed ~~Obligations~~ Obligations, the Collateral Agent and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Security Agreement (Ugi Corp /Pa/), Security Agreement (Ugi Corp /Pa/)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Security Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (American Medical Systems Holdings Inc), Pledge and Security Agreement (Layne Christensen Co)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (~~each~~ each, an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is ~~continuing~~continuing and the Administrative Agent instructs such Guarantor otherwise, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid~~ Payment and ~~satisfied (~~Termination in ~~cash)~~ Full has occurred and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until ~~such Guaranteed Obligations shall have first been fully paid~~ Payment and ~~satisfied (~~Termination in ~~cash)~~Full has occurred. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to ~~the satisfaction of all of the Guaranteed Obligations~~ Payment and Termination in Full and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until ~~the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ Payment and Termination in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Full has occurred, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Term Loan Agreement (Lam Research Corp), Amendment and Restatement Agreement (Lam Research Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to ~~any Loan Document, any Swap Agreement or any Banking Services~~ the Credit Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to ~~any Loan Document~~ the Credit Agreement among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to ~~any Loan Document~~ the Credit Agreement among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Guaranty (Sara Lee Corp), Guaranty (D.E Master Blenders 1753 B.V.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against ~~the~~ any Borrower or any other ~~Guarantor hereunder~~ guarantor of all or any part of the Guaranteed Obligations (~~each~~ each, an “Obligor”) ), or against any of their respective properties, in each case with respect to any “Intercompany Indebtedness” (as hereinafter defined), ~~any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ shall be subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash,~~ Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of ~~principal~~ principal, interest and ~~interest~~ other amounts from any Obligor with respect to Intercompany Indebtedness, in each case made in the ordinary course of business. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations and the Administrative Agent~~ Secured Parties in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations ~~shall~~ have been ~~fully paid and satisfied (~~Paid in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~Full. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, examinership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall, in each case, while an Event of Default shall have occurred and is continuing, be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations ~~shall~~ have first been ~~fully paid and satisfied (~~Paid in ~~cash)~~Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and while an Event of Default shall have occurred and is continuing but prior to the ~~satisfaction of all~~ Payment in Full of the ~~Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of~~ Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the~~ such Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If ~~any~~ such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees ~~that~~ that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations ~~(other than the contingent indemnity obligations)~~ have been ~~paid~~ Paid in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Full, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Subsidiary Guarantee Agreement (LogMeIn, Inc.), Credit Agreement (LogMeIn, Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against ~~the~~ any Borrower or any other ~~Guarantor~~ Loan Party hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, ~~xxx~~ sxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any ~~Swap~~ Guaranteed Hedge Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among ~~the~~ any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor hereby appoints the Administrative Agent the true and lawful attorney-in-fact of such Guarantor solely for the purpose of carrying out the foregoing provisions of this Guaranty and taking any action and executing any instrument that the Administrative Agent reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest and shall terminate upon the indefeasible payment in full in cash of the Guaranteed Obligations and the termination of Aggregate Commitments and the Loan Documents and all financing arrangements pursuant to any Loan Document, any Guaranteed Hedge Agreement or any Banking Services Agreement. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among ~~the~~ any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or another Guarantor) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Credit Agreement (Bruker Corp), Term Loan Agreement (Bruker Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Lenders and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Lenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Lenders. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations ~~(other than the contingent indemnity obligations)~~ have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Guaranty (Nelnet Inc), Guaranty (Nelnet Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined)~~Restricted Subsidiary, any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor,~~ Subsidiary Guarantor all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Restricted Subsidiary (whether constituting part of Collateral given to any Holder of Secured Obligations or the Agent to secure payment of all or any part of the Secured Obligations or otherwise) shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations and the ~~Administrative~~ Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied ~~(in cash)~~ and all financing arrangements ~~pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement~~ among the Borrower and the Holders of Secured Obligations have been terminated. If all or any part of the assets of any ~~Obligor~~Restricted Subsidiary, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Restricted Subsidiary, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Restricted Subsidiary is dissolved or if substantially all of the assets of any ~~such Obligor~~ Restricted Subsidiary are sold, then, and in any such ~~event (such events being herein referred to as an “Insolvency Event”)~~event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Subsidiary Guarantor to ~~any Guarantor~~ the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the ~~Administrative~~ Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and ~~satisfied (~~satisfied. The Borrower irrevocably authorizes and empowers the Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the Borrower such proofs of claim and take such other action, in ~~cash)~~the Agent's own name or in the name of the Borrower or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Section 9.14. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Secured Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness ~~after any Insolvency Event and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Borrowers and the Holders of ~~Guaranteed~~ Secured Obligations, ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the ~~Administrative~~ Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the Holders of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the ~~Administrative~~ Agent, the ~~Administrative~~ Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements ~~pursuant to any Loan Document~~ among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the ~~Administrative~~ Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Gfsi Inc), Credit Agreement (Gfsi Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash,~~ Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessSecured Obligations (other than contingent indemnity obligations). Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the ~~Administrative~~ Collateral Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been ~~fully paid and satisfied (~~Paid in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~Full. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events (other than any such events not prohibited by the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents) being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative~~ Collateral Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been ~~fully paid and satisfied (~~Paid in ~~cash)~~Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all ~~financing arrangements~~ Commitments of the Banks and Letters of Credit issued pursuant to ~~any Loan Document among~~ the ~~Borrower and the Holders of Guaranteed Obligations~~Bank Credit Agreement, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the ~~Administrative~~ Collateral Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the ~~Administrative~~ Collateral Agent, the ~~Administrative~~ Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed~~ Secured Obligations (other than the contingent indemnity obligations) have been ~~paid~~ Paid in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Full, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the ~~Administrative Agent~~Collateral Agent or the Borrower or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 2 contracts

Samples: Pledge and Security Agreement (United Stationers Inc), Pledge and Security Agreement (United Stationers Inc)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against either the Borrower or any other Guarantor hereunder (each an “"Obligor”") with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor (whether constituting part of Collateral given to any Holder of Secured Obligations or the Administrative Agent to secure payment of all or any part of the Secured Obligations or otherwise) shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document among the Borrower and the Holders of Secured Obligations have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of ~~Guaranteed~~ Secured Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the ~~Guaranteed~~ Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Steiner Leisure LTD)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any CH\2058888.7 kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Chicos Fas Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor agrees~~ The Obligors agree that any and all claims of ~~such~~ any Obligor against any Guarantor ~~against the Borrower or any other Guarantor hereunder (each an “Obligor”)~~ with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default ~~has occurred~~ is continuing the Obligors may make loans to and ~~is continuing, such Guarantor may~~ receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any ~~Guarantor~~ Obligor to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Obligors, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the ~~Administrative Agent~~ Lenders in those assets. No ~~Guarantor~~ Obligor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations arising under the Loan Documents (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to ~~any~~ all of the Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Documents have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Guarantor is dissolved or if substantially all of the assets of any ~~such Obligor~~ Guarantor are ~~sold~~sold (other than in an transaction permitted under this Agreement), then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to any ~~Guarantor~~ Obligor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations arising under the Loan Documents (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable Guarantor~~ any Obligor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations arising under the Loan Documents (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to ~~any~~ all of the Loan ~~Document among the Borrower and the Holders of Guaranteed Obligations~~Documents, such ~~Guarantor~~ Obligor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of ~~the Guarantor~~ such Obligor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the Guarantor~~ such Obligor as the property of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders. If any ~~such Guarantor~~ Obligor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Obligor agrees that until the ~~Guaranteed~~ Obligations arising under the Loan Documents (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the ~~Borrower~~ Obligors and the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders have been terminated, no ~~Guarantor~~ Obligor will assign or transfer to any Person (other than the Administrative Agent or any other transferee that agrees to be bound by the terms of this Agreement in writing (in form and substance acceptable to the Administrative Agent)) any claim any ~~such Guarantor~~ Obligor has or may have against any ~~Obligor~~Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Acuity Brands Inc)

Subordination of Intercompany Indebtedness. Each ------------------------------------------ Borrower and each Guarantor agrees that any and all claims of such Borrower or Guarantor against ~~the~~ any Borrower or ~~any other~~ Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “Intercompany ~~Indebtedness” (as hereinafter defined), any endorser, obligor~~ Indebtedness owing to such Borrower or ~~any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ Guarantor shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of any ~~Guarantor~~ Borrower and the Guarantors to ask, demand, ~~xxx~~ sue for, take or receive any payment ~~from~~ in respect of any ~~Obligor~~Intercompanx Xndebtedness owed to any Borrower or Guarantor, any and all rights, liens and security interests of ~~such~~ any Borrower or Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Borrower or Guarantor (whether constituting part of Collateral given to the Administrative Agent for the benefit of the Lenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Administrative Agent and the ~~Administrative Agent~~ Lenders in those assets. No Borrower or Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied ~~(in cash)~~ and all financing arrangements ~~pursuant to any Loan Document~~among the Borrowers, ~~any Swap Agreement or any Banking Services Agreement~~ the Guarantors and the Lenders have been terminated. ~~If all or~~ So long as any ~~part~~ Event of ~~the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary,~~ Default shall have occurred and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are soldbe continuing, then~~, and in any such event (such events being herein referred to as an “Insolvency Event”)~~, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable to any Borrower or Guarantor upon or with respect to any ~~indebtedness of any Obligor to any Guarantor (“~~Intercompany ~~Indebtedness”)~~ Indebtedness shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and ~~satisfied~~ satisfied. Each Borrower and each Guarantor irrevocably authorizes and empowers the Administrative Agent to demand, sue for, collect and receive every such payment or distribution anx xive acquittance therefor and to make and present for and on behalf of any Borrower or Guarantor (as applicable) such proofs of claim and take such other action, in ~~cash)~~the Administrative Agent's own name or in the name of the applicable Borrower or Guarantor (as applicable) or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Section 10.18. The Administrative Agent may vote such ------------- proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable~~ any Borrower or Guarantor upon or with respect to ~~the~~ such Intercompany Indebtedness ~~after~~ at any ~~Insolvency~~ time an Event of Default shall have occurred and be continuing and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations and the termination of all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Borrowers, the Guarantors and the ~~Holders of Guaranteed Obligations~~Lenders, ~~such~~ the applicable Borrower or Guarantor (as applicable) shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Lenders and shall ~~forthwith~~ so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower or the Guarantor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower or Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Lenders. If any ~~such~~ Borrower or Guarantor (as applicable) fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each~~ So long as any Event of Default shall have occurred and be continuing, the each Borrower and each Guarantor agrees that until the ~~Guaranteed~~ Obligations ~~(other than the contingent indemnity obligations)~~ have been paid in full (in cash) and satisfied and all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Borrowers, the Guarantors and the ~~Holders of Guaranteed Obligations~~ Lenders have been terminated, ~~no Guarantor~~ neither the Borrowers nor the Guarantors will assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor has~~ the Borrowers or the Guarantors have or may have against any ~~Obligor~~other Borrower or Guarantor.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Bethlehem Steel Corp /De/)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of ~~principal~~ principal, interest and ~~interest~~ other amounts from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document,~~ Document or any Swap ~~Agreement or any Banking Services~~ Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of ~~Guaranteed~~ Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees ~~that~~ that, except as otherwise permitted by the Loan Agreement, until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Loan Agreement (Fuller H B Co)

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against ~~the Borrower or~~ any other ~~Guarantor hereunder (each an “Obligor”)~~ Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is ~~continuing, such~~ continuing each Borrower Guarantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower Guarantor to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~other Loan Party, all rights, liens and security interests of ~~such~~ any Borrower Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Loan Party shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. No Borrower Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, ~~any Swap Agreement or any Banking Services Agreement~~ Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit have been terminated. If all or any part of the assets of any ~~Obligor~~Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Loan Party is dissolved or if substantially all of the assets of any such ~~Obligor~~ Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ such Loan Party to any Borrower Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable~~ any Borrower Guarantor upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan ~~Document among the Borrower and the Holders~~ Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Bilateral Letters of ~~Guaranteed Obligations~~Credit, such Borrower Guarantor shall receive and hold the same in trust, as trustee, for the benefit 158 89826417_6 of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Borrower Guarantor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the~~ such Borrower Guarantor as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations. If any ~~such~~ Borrower Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan ~~Document among the Borrower~~ Documents, Secured Hedge Agreements, Secured Cash Management Agreements and ~~the Holders~~ Secured Bilateral Letters of ~~Guaranteed Obligations~~ Credit have been terminated, no Borrower Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim ~~any~~ such Borrower Guarantor has or may have against any ~~Obligor.~~other Loan Party. 159 89826417_6 ANNEX II AMENDED SCHEDULES 1.01A, 1.01B AND 1.01C (see attached) 1 89826417_6 SCHEDULE 1.01A EXCLUDED FOREIGN SUBSIDIARIES 1. CB&I Colafex, B.V.

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Borrower hereby agrees that any ~~and all claims of such Guarantor against the Borrower or~~ Indebtedness (along with any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorLien, whether now or hereafter ~~arising and howsoever existing~~arising, ~~in any assets~~ purporting to secure such Indebtedness) of any other ~~Obligor shall be and are~~ Borrower or Loan Party now or hereafter owing to such Borrower, whether heretofore, now or hereafter created (the “Borrower Subordinated Debt”), is hereby subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations and that, except as permitted under Section 6.10, the Borrower Subordinated Debt shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall not be paid in whole or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that part until the ~~Guaranteed~~ Obligations ~~(other than the contingent indemnity obligations)~~ have been paid in full (and this Agreement is terminated and of no further force or effect. No Borrower shall accept any payment of or on account of any Borrower Subordinated Debt at any time in ~~cash) and satisfied and all financing arrangements pursuant to any Loan Document among~~ contravention of the foregoing. Each payment on the Borrower Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower as trustee for the Secured Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Borrower’s liability hereunder. Each Borrower agrees to file all claims against the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Borrower Subordinated Debt, and the ~~Holders~~ Administrative Agent shall be entitled to all of ~~Guaranteed Obligations have been terminated, no Guarantor will assign or transfer~~ such Borrower’s rights thereunder. If for any reason a Borrower fails to ~~any Person~~ file such claim at least ten (~~other than~~ 10) Business Days prior to the ~~Administrative Agent) any claim any such Guarantor has or may have against any Obligor.~~last

Appears in 1 contract

Samples: Credit Agreement (Independence Contract Drilling, Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, ~~xxx~~ sxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are ~~sold, then, and in any~~ sold (each such event ~~(such events~~ being herein referred to as an “Insolvency Event”), then any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Universal Corp /Va/)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness~~” (as hereinafter defined)~~, any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash~~Full, of all ~~Guaranteed~~ Secured Obligations; provided that, ~~as long as no~~ and not in contravention of the foregoing, at all times prior to such Grantor’s receipt of written notice of the Collateral Agent’s exercise of its rights under this Section 9.18 during the existence of an Event of ~~Default has occurred and is continuing~~Default, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business to or otherwise with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Agreement, the other Indenture Documents and the Other Second Priority documents, if any. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, wheresoever located, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the ~~Administrative~~ Collateral Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Agreement has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~accordance with Section 9.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to ~~any distribution, division~~ an Insolvency or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”)Liquidation Proceeding, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the ~~Administrative~~ Collateral Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations shall have first been ~~fully paid and satisfied (~~Paid in ~~cash)~~Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency ~~Event~~ or Liquidation Proceeding and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Agreement in accordance with Section 9.14, such ~~Guarantor~~ Grantor shall receive and hold the same in ~~trust, as trustee,~~ trust for the Collateral Agent for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the ~~Administrative~~ Collateral Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders~~ Collateral Agent for the benefit of ~~Guaranteed Obligations~~the Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the ~~Administrative~~ Collateral Agent, the ~~Administrative~~ Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Agreement in ~~full (in cash)~~ accordance with Section 9.14, except as permitted under any Indenture Document and ~~satisfied and all financing arrangements pursuant to~~ any ~~Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Other Second Priority Document, no ~~Guarantor~~ Grantor will assign or transfer to any ~~Person~~ person (other than the ~~Administrative Agent~~Collateral Agent or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 1 contract

Samples: Security Agreement (Stonemor Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against ~~the Borrower or~~ any other Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “Intercompany Indebtedness” (as hereinafter defined), ) or against any endorser, obligor or any other guarantor of all or any part of the Guaranteed ~~Obligations~~Obligations (each an “Obligor”), or against any of its properties shall be ~~subordinate~~ subordinated and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of the Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~this Guarantee has terminated in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement~~ accordance with Section 10 or ~~any Banking Services Agreement have been terminated~~Section 25 hereof. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, administration, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until ~~such Guaranteed Obligations~~ the Guarantee Termination Date shall have ~~first been fully paid and satisfied (in cash)~~occurred. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~Guarantee Termination Date, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Guarantee in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 10 or Section 25, no Guarantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or another Guarantor) any claim any such Guarantor has or may have against any ~~Obligor~~Obligor in violation of the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Michael Kors Holdings LTD)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined)~~Guarantor, any ~~endorser, obligor~~ endorser or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its ~~properties~~ properties, including, without limitation, pursuant to the any intercompany Indebtedness permitted under SECTION 7.3(A)(VI), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, ~~xxx~~ sue for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, ~~liens~~ xxxns and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor shall be and are subordinated to the ~~rights~~ rights, if any, of the ~~Holders of Guaranteed Obligations~~ Lenders and the ~~Administrative~~ Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations shall have been ~~fully~~ paid in full in cash and satisfied ~~(in cash)~~ and all financing arrangements ~~pursuant to any~~ under this Agreement and the other Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Documents between the Borrower and the Agent and the Lenders have been terminated. If If, during the continuance of a Default, all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, ~~or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold,~~ then, and in any such ~~event (such events being herein referred to as an “Insolvency Event”)~~event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to the Borrower, including, without limitation, pursuant to the any ~~Guarantor~~ intercompany Indebtedness permitted under SECTION 7.3(A)(VI) (~~“Intercompany Indebtedness”~~"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the ~~Administrative~~ Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.application

Appears in 1 contract

Samples: Credit Agreement (Transportation Components Inc)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ of the Loan Parties, jointly and severally, agrees that any and all claims of ~~such Guarantor~~ any of them against the ~~Borrower~~ other or ~~any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined),~~ against any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of any ~~Guarantor~~ Loan Party to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~other, all rights, liens and security interests of ~~such Guarantor~~any Loan Party, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Loan Party shall be and are subordinated to the rights of the ~~Holders~~ Lenders, or other holders of ~~Guaranteed~~ Obligations and the Administrative Agent in those assets. No ~~Guarantor~~ Loan Party shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied ~~(in cash)~~ and all financing arrangements ~~pursuant to any~~ among the Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Parties and the Lenders and other holders of Obligations have been terminated. If all or any part of the assets of any ~~Obligor~~Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Loan Party is dissolved or if substantially all of the assets of any ~~such Obligor~~ Loan Party are sold, then, and in any such ~~event (such events being herein referred to as an “Insolvency Event”)~~event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ such Loan Party to any ~~Guarantor~~ other Loan Party (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and ~~satisfied (~~satisfied. Each Loan Party irrevocably authorizes and empowers the Administrative Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the applicable Loan Party such proofs of claim and take such other action, in ~~cash)~~the Administrative Agent’s own name or in the name of the applicable Loan Party or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Section. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable Guarantor~~ any Loan Party upon or with respect to the Intercompany Indebtedness on or after ~~any Insolvency Event and~~ the acceleration of the Obligations but prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Loan Party and the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations, ~~such Guarantor~~ the applicable Loan Party shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Loan Parties where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Loan Parties, as applicable, as the property of the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations. If any ~~such Guarantor~~ Loan Party fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor agrees~~ The Loan Parties agree that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements ~~pursuant to any Loan Document~~ among the ~~Borrower~~ Loan Parties and the ~~Holders~~ Lenders and other holders of ~~Guaranteed~~ Obligations have been terminated, ~~no Guarantor~~ the Loan Parties will not assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or another Loan Party) any claim ~~any~~ such ~~Guarantor~~ Loan Party has or may have against any ~~Obligor~~other Loan Party.

Appears in 1 contract

Samples: Credit Agreement (Finish Line Inc /In/)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”)~~ Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its ~~properties~~ property shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, ~~such Guarantor~~ the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such guarantor, including, the Loan Parties, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~guarantor, including the Loan Parties, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ such guarantor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations ~~and the Administrative Agent~~ in those assets. ~~No Guarantor~~ The Borrower shall not have any right ~~to possession of any such asset or~~ to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document among the Borrower and the Holders of Secured Obligations (or any ~~Banking Services Agreement~~ Affiliate thereof) have been terminated. If If, at any time after the occurrence and during the continuance of an Event of Default, all or any part of the assets of any ~~Obligor~~such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any ~~indebtedness~~ Indebtedness of any ~~Obligor~~ guarantor, including the Loan Parties, to ~~any Guarantor~~ the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower at any time after the occurrence and during the continuation of an Event of Default upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed Obligations~~Secured Obligations (and their Affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ Holder of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than ~~the contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations (and their Affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~guarantor, including the Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed ~~Obligations~~ Obligations, the Collateral Agent and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Ugi Corp /Pa/)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, or the Final Release Conditions have been otherwise satisfied, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Energizer Holdings Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor agrees~~ The Borrowers agree that any and all claims of ~~such~~ any Borrower against any Guarantor ~~against the Borrower or any other Guarantor hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default ~~has occurred~~ is continuing the Borrowers may make loans to and ~~is continuing, such Guarantor may~~ receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any ~~Guarantor~~ Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrowers, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the ~~Administrative Agent~~ Lenders in those assets. No ~~Guarantor~~ Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to ~~any~~ all of the Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Documents have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any ~~such Obligor~~ Guarantor is dissolved or if substantially all of the assets of any ~~such Obligor~~ Guarantor are ~~sold~~sold (other than in an transaction permitted under this Agreement), then, and in any such event (such events being herein referred to as an ~~“Insolvency Event”~~"INSOLVENCY EVENT"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to any ~~Guarantor~~ Borrower (~~“Intercompany Indebtedness”~~"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable Guarantor~~ any Borrower upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to ~~any~~ all of the Loan ~~Document among the Borrower and the Holders of Guaranteed Obligations~~Documents, such ~~Guarantor~~ Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of ~~the Guarantor~~ such Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the Guarantor~~ such Borrower as the property of the ~~Holders of Guaranteed Obligations~~Agents, the LC Issuers and the Lenders. If any ~~such Guarantor~~ Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the ~~Borrower~~ Borrowers and the ~~Holders of Guaranteed Obligations~~ Agents, the LC Issuers and the Lenders have been terminated, no ~~Guarantor~~ Borrower will assign or transfer to any Person (other than the Administrative Agent or any other transferee that agrees to be bound by the terms of this Agreement in writing (in form and substance acceptable to the Administrative Agent)) any claim any ~~such Guarantor~~ Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 1 contract

Samples: Credit Agreement (L&c Spinco Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”)~~ Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its ~~properties~~ property shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, ~~such Guarantor~~ the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such guarantor, including, the Loan Parties, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~guarantor, including the Loan Parties, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ such guarantor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations ~~and the Administrative Agent~~ in those assets. ~~No Guarantor~~ The Borrower shall not have any right ~~to possession of any such asset or~~ to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document among the Borrower and the Holders of Secured Obligations (or any ~~Banking Services Agreement~~ Affiliate thereof) have been terminated. If If, at any time after the occurrence and during the continuance of an Event of Default, all or any part of the assets of any ~~Obligor~~such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any ~~indebtedness~~ Indebtedness of any ~~Obligor~~ guarantor, including the Loan Parties, to ~~any Guarantor~~ the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower at any time after the occurrence and during the continuation of an Event of Default upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than Unliquidated Obligations) and the termination of all financing arrangements pursuant to any Loan Document among 156 the Borrower and the Holders of ~~Guaranteed Obligations~~Secured Obligations (and their Affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ Holder of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than ~~the contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations (and their Affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~guarantor, including the Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against ~~the Borrower or~~ any other ~~Guarantor hereunder (each an “Obligor”)~~ Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined~~), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties~~ ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is ~~continuing, such~~ continuing each Borrower Guarantor may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower Guarantor to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~other Loan Party, all rights, liens and security interests of ~~such~~ any Borrower Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Loan Party shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. No Borrower Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document or ~~any Banking Services~~ Designated Hedging Agreement have been terminated. If all or any part of the assets of any ~~Obligor~~Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Loan Party is dissolved or if substantially all of the assets of any such ~~Obligor~~ Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ such Loan Party to any Borrower Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable~~ any Borrower Guarantor upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document ~~among the Borrower~~ and ~~the Holders of Guaranteed Obligations~~or Designated Hedging Agreements, such Borrower Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of ~~the~~ such Borrower Guarantor where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the~~ such Borrower Guarantor as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations. If any ~~such~~ Borrower Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document ~~among the Borrower and the Holders of Guaranteed Obligations~~ or any Designated Hedging Agreement have been terminated, no Borrower Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim ~~any~~ such Borrower Guarantor has or may have against any ~~Obligor~~other Loan Party.

Appears in 1 contract

Samples: Assignment and Assumption (Chicago Bridge & Iron Co N V)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims ~~of such Guarantor~~ it has against ~~the Borrower or~~ (a) any other ~~Guarantor hereunder~~ Loan Party in respect of Indebtedness (~~each an “Obligor”) with respect to any~~ “Intercompany Indebtedness~~” (as hereinafter defined~~”), (b) any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or ~~against~~ (c) any of ~~its properties shall be~~ their respective Property are subordinate and subject in right of payment to the prior ~~payment,~~ Payment in ~~full and in cash~~Full, of all ~~Guaranteed~~ Obligations; provided ~~that, as long as no Event of Default has occurred and is continuing,~~ that such Guarantor may receive payments ~~of principal and interest from any Obligor~~ with respect to Intercompany ~~Indebtedness~~Indebtedness to the extent not prohibited by the Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, ~~xxx~~ sue for, take or receive any payment from any ~~Obligor~~Loan Party, all ~~rights, liens~~ rights and ~~security interests~~ Liens of such Guarantor, whether now or hereafter arising and howsoever existing, in any ~~assets~~ Property of any other ~~Obligor shall be and~~ Loan Party are subordinated to the rights of the ~~Holders of Guaranteed Obligations and the~~ Administrative Agent in ~~those assets~~such Property. No Guarantor shall have any right to ~~possession of any such asset or to~~ foreclose upon any such ~~asset~~Property, whether by judicial action or otherwise, ~~unless and~~ until ~~all of the Guaranteed Obligations shall have been fully paid and satisfied (~~Payment in ~~cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~Full. If all or any part of the ~~assets~~ Property of any ~~Obligor~~Loan Party, or the proceeds thereof, ~~are~~ is subject to any distribution, division or application to the creditors of such ~~Obligor~~Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, or if the business of any ~~such Obligor~~ Loan Party is dissolved or if substantially all of the assets of any ~~such Obligor~~ Loan Party are ~~sold~~sold (except to the extent not prohibited by the Loan Documents), then, and in any such event (~~such events being herein referred to as~~ each, an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, ~~which shall be~~ that is payable or deliverable upon or with respect to any ~~indebtedness of any Obligor to any Guarantor (“~~Intercompany ~~Indebtedness”)~~ Indebtedness shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until ~~such Guaranteed Obligations shall have first been fully paid and satisfied (~~Payment in ~~cash)~~Full. ~~Should~~ If any Guarantor receives any payment, distribution, security or instrument or proceeds thereof ~~be received by the applicable Guarantor upon or~~ with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsbefore Payment in Full, such Guarantor shall receive and hold ~~the same~~ such amount in trust, as trustee, for the benefit of the ~~Holders of~~ Guaranteed ~~Obligations and~~ Parties, shall forthwith deliver ~~the same~~ such amount to the Administrative ~~Agent, for the benefit of the Holders of Guaranteed Obligations,~~ Agent in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until ~~so delivered~~such delivery, ~~the same~~ shall ~~be held~~ hold such amount in trust ~~by the Guarantor~~ as the property of the ~~Holders of Guaranteed Obligations~~Administrative Agent. If any ~~such~~ Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make ~~the same~~it. Each Guarantor agrees that until ~~the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ Payment in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Full, no Guarantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or another Guarantor) any claim any such Guarantor has or may have against any ~~Obligor~~Loan Party.

Appears in 1 contract

Samples: Guaranty (Globus Medical Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”)~~ of its Subsidiaries that is a guarantor with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ guarantor shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations ~~and the Administrative Agent~~ in those assets. ~~No Guarantor~~ The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document among the Borrower and the Holders of Secured Obligations (or any ~~Banking Services Agreement~~ affiliate thereof) have been terminated. If all or any part of the assets of any ~~Obligor~~guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ guarantor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any ~~indebtedness~~ Indebtedness of any ~~Obligor~~ guarantor to ~~any Guarantor~~ the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the ~~Administrative~~ Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and 89 satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed Obligations~~Secured Obligations (and their Affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the ~~Administrative~~ Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ Holder of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the ~~Administrative~~ Agent, the ~~Administrative~~ Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ the Secured Obligations (and their Affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the ~~Administrative~~ Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~guarantor.

Appears in 1 contract

Samples: Credit Agreement (Tesoro Petroleum Corp /New/)

Appears in 1 contract

Samples: Credit Agreement (John Bean Technologies CORP)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Lenders and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any ~~Swap Agreement~~ agreement evidencing Hedging Transactions or any ~~Banking Services Agreement~~ agreement evidencing Funds Transfer and Deposit Account Liabilities have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~Lenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the ~~Holders of Guaranteed Obligations~~Lenders. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the ~~contingent indemnity obligations~~Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the ~~Holders of Guaranteed Obligations~~ Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Plexus Corp)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Grantor agrees that any and all claims of such ~~Guarantor~~ Grantor against ~~the Borrower or~~ any other ~~Guarantor hereunder~~ Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such ~~Guarantor~~ Grantor may make loans to and receive payments in the ordinary course of ~~principal and interest from any Obligor~~ business with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such ~~Guarantor~~Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the ~~Holders of Guaranteed Obligations~~ Secured Parties and the Administrative Agent in those assets. No ~~Guarantor~~ Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until ~~all~~ this Security Agreement has terminated in accordance with Section 8.14. After the occurrence and during the continuance of ~~the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document~~an Event of Default, ~~any Swap Agreement or any Banking Services Agreement have been terminated. If~~ if all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any ~~Guarantor~~ Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable ~~Guarantor~~ Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the ~~satisfaction of all of the Guaranteed Obligations and the~~ termination of ~~all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations~~this Security Agreement in accordance with Section 8.14, such ~~Guarantor~~ Grantor shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders of Guaranteed Obligations~~ Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the ~~Holders of Guaranteed Obligations~~Secured Parties, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Grantor where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Grantor as the property of the ~~Holders of Guaranteed Obligations~~Secured Parties. If any such ~~Guarantor~~ Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each ~~Guarantor~~ Grantor agrees that until the ~~Guaranteed Obligations (other than the contingent indemnity obligations) have been paid~~ termination of this Security Agreement in ~~full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~accordance with Section 8.14, no ~~Guarantor~~ Grantor will assign or transfer to any Person (other than the Administrative ~~Agent~~Agent or the Company or another Grantor) any claim any such ~~Guarantor~~ Grantor has or may have against any Obligor.

Appears in 1 contract

Samples: Credit Agreement (Tennant Co)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that ------------------------------------------- any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other~~ of its Subsidiaries that is a Subsidiary Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default --- has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, ~~xxx~~ sue for, take or receive any payment from any ~~Obligor~~Subsidiary Guaxxxtor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Subsidiary Guarantor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap~~ Document or Hedging Agreement among the Borrower and the holders of the Obligations (or any ~~Banking Services Agreement~~ affiliate thereof) have been terminated. If all or any part of the assets of any ~~Obligor~~Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Subsidiary Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an ~~“Insolvency Event”~~"INSOLVENCY EVENT"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Subsidiary Guarantor to ~~any Guarantor~~ the Borrower (~~“Intercompany Indebtedness”~~"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the ~~Holders~~ holders of ~~Guaranteed Obligations~~Obligations (and their affiliates), ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations (and their affiliates) have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor.~~Subsidiary Guarantor. ARTICLE XI: THE ADMINISTRATIVE AGENT ------------ -------------------------- 11.1 Appointment; Nature of Relationship. Bank One, NA, having its --------------------------------------- principal office in Chicago, Illinois is appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term ----------- "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Holder of Obligations by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Holders of Obligations, (ii) is a "representative" of the Holders of Obligations within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders, for itself and on behalf of its affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Holder of Obligations waives. 11.2

Appears in 1 contract

Samples: 364 Day Credit Agreement (Energizer Holdings Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower or against any ~~other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined)~~Guarantor, any ~~endorser, obligor~~ endorser or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its ~~properties~~ properties, including, without limitation, pursuant to any intercompany Indebtedness permitted under Section 7.3(A), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations~~; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness~~. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor shall be and are ~~subordinated~~ Subordinated to the ~~rights~~ rights, if any, of the ~~Holders of Guaranteed Obligations~~ Lenders and the ~~Administrative Agent~~ Agents in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations shall have been ~~fully~~ paid in full in cash and satisfied ~~(in cash)~~ and all financing arrangements ~~pursuant to any~~ under this Agreement and the other Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Documents between the Borrower and the Agents and the Lenders have been terminated. If If, during the continuance of a Default, all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of ~~such Obligor~~any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, ~~or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold,~~ then, and in any such ~~event (such events being herein referred to as an “Insolvency Event”)~~event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to the Borrower, including, without limitation, pursuant to the any ~~Guarantor~~ intercompany 104 Indebtedness permitted under Section 7.3(A) (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations shall have first been ~~fully~~ paid in full in cash and ~~satisfied (~~satisfied; provided, however, ordinary course payments or distributions made by any Guarantor to the Borrower shall be required to be paid or delivered to the Administrative Agent only upon any Agent's request. The Borrower irrevocably authorizes and empowers the Syndication Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the Borrower such proofs of claim and take such other action, in ~~cash)~~the Syndication Agent's own name or in the name of the Borrower or otherwise, as the Syndication Agent may deem necessary or advisable for the enforcement of this Section 10.15. The Syndication Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Secured Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness ~~after any Insolvency Event~~ during the continuance of a Default and prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations and the termination of all financing arrangements ~~pursuant to any~~ under this Agreement and the other Loan ~~Document among~~ Documents between the Borrower and the ~~Holders of Guaranteed Obligations~~Agents and the Lenders, ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Agents and the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the ~~Administrative~~ Collateral Agent, for the benefit of the Agents and the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ Agents and the Lenders; provided, however, ordinary course payments or distributions made by any Guarantor to the Borrower shall be required to be paid or delivered to the Administrative Agent only upon request of ~~Guaranteed Obligations~~the Syndication Agent. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent or Syndication Agent, as applicable, the ~~Administrative~~ Syndication Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations ~~(other than the contingent indemnity obligations)~~ have been paid in full (in ~~cash)~~ cash and satisfied and all financing arrangements ~~pursuant to any~~ under this Agreement and the other Loan ~~Document among~~ Documents between the Borrower and the ~~Holders of Guaranteed Obligations~~ Agents and the Lenders have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the ~~Administrative Agent~~Agents) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Spartan Stores Inc)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower against any of its Subsidiaries that is a Guarantor or ~~any other Guarantor hereunder~~ the capital stock of which is pledged pursuant to a Pledge Agreement (each ~~an “Obligor”~~a "RESTRICTED SUBSIDIARY") with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Secured Obligations; ~~provided~~ PROVIDED that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Restricted Subsidiary to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, xxx for, take or receive any payment from any ~~Obligor~~Restricted Subsidiary, all rights, liens and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other ~~Obligor~~ Restricted Subsidiary (whether constituting part of Collateral given to any Holder of Secured Obligations or the Administrative Agent to secure payment of all or any part of the Secured Obligations or otherwise) shall be and are subordinated to the rights of the Holders of ~~Guaranteed~~ Secured Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document among the Borrower and the Holders of Secured Obligations have been terminated. If all or any part of the assets of any ~~Obligor~~Restricted Subsidiary, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Restricted Subsidiary, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Restricted Subsidiary is dissolved or if substantially all of the assets of any such ~~Obligor~~ Restricted Subsidiary are sold, then, and in any such event (such events being herein referred to as an ~~“Insolvency Event”~~"INSOLVENCY EVENT"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Restricted Subsidiary to ~~any Guarantor~~ the Borrower (~~“Intercompany Indebtedness”~~"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Secured Obligations, due or to become due, until such ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations, ~~such Guarantor~~ the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of ~~Guaranteed~~ Secured Obligations, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the Holders of ~~Guaranteed~~ Secured Obligations. If ~~any such Guarantor~~ the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of ~~Guaranteed~~ Secured Obligations have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Restricted Subsidiary.

Appears in 1 contract

Samples: Long Term Credit Agreement (Ball Corp)

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ~~Obligations~~Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have been fully paid and satisfied (in cash) and ~~all financing arrangements pursuant to~~ the Commitments under the Loan Agreement shall have terminated or expired (in each case without any ~~Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated~~pending draw). If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, other than, in each case, in a transaction that is otherwise permitted under the Loan Agreement, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity ~~obligations~~obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) have been paid in full (in cash) and satisfied and ~~all financing arrangements pursuant to~~ the Commitments under the Loan Agreement shall have terminated or expired (in each case without any pending draw), except as otherwise permitted by the Loan ~~Document among the Borrower and the Holders of Guaranteed Obligations have been terminated~~Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Appears in 1 contract

Samples: Loan Agreement (NetApp, Inc.)

Subordination of Intercompany Indebtedness. ~~Each Guarantor~~ The Borrower agrees that any and all claims of ~~such Guarantor against~~ the Borrower ~~or any other Guarantor hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined)) against any of its Subsidiaries that is a guarantor of the Obligations, any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed Obligations~~Obligations (each a "GUARANTOR"), or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed~~ Obligations; provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing the Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of ~~any Guarantor~~ the Borrower to ask, demand, ~~xxx~~ sue for, take or receive any payment from any ~~Obligor~~Guarantor, all rights, ~~liens~~ xxxns and security interests of ~~such Guarantor~~the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any ~~other Obligor~~ Guarantor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. ~~No Guarantor~~ The Borrower shall have ~~any~~ no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement or any Banking Services Agreement~~ Document have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Guarantor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to ~~any Guarantor~~ the Borrower (~~“Intercompany Indebtedness”~~"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed~~ Obligations, due or to become due, until such ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the ~~applicable Guarantor~~ Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan ~~Document among~~ Document, the Borrower ~~and the Holders of Guaranteed Obligations, such Guarantor~~ shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of the ~~Guarantor~~ Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations, due or not due, and, until so delivered, the same shall be held in trust by the ~~Guarantor~~ Borrower as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations. If ~~any such Guarantor fails to make any such~~ the Borrower SIDLEY AUSTIN BROWN & WOOD faixx xx xxxx xny xxxx endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. ~~Each Guarantor~~ The Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document ~~among the Borrower and the Holders of Guaranteed Obligations~~ have been terminated, ~~no Guarantor~~ the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim ~~any such Guarantor~~ the Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Insurance Auto Auctions Inc /Ca)

Subordination of Intercompany Indebtedness. Each ~~Guarantor~~ Borrower agrees that any and all claims of such ~~Guarantor~~ Borrower against the ~~Borrower~~ Company or any ~~other~~ of its Subsidiaries that is a Guarantor ~~hereunder (each an “Obligor”)~~ with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the ~~Guaranteed~~ Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates ("Designated Hedging Agreements"); provided that, as and not in contravention of the foregoing, so long as no ~~Event of~~ Default has occurred and is ~~continuing, such Guarantor~~ continuing each Borrower may make loans to and receive payments ~~of principal and interest from any Obligor~~ in the ordinary course with respect to such Intercompany ~~Indebtedness~~Indebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any ~~Guarantor~~ Borrower to ask, demand, ~~xxx for~~sue xxr, take or receive any payment from any ~~Obligor~~Guarantor, all rights, liens and security interests of ~~such Guarantor~~any Borrower, whether now or hereafter arising and howsoever existing, in 97 107 any assets of any ~~other Obligor~~ Guarantor shall be and are subordinated to the rights of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and the Administrative Agent in those assets. No ~~Guarantor~~ Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan ~~Document, any Swap Agreement~~ Document or ~~any Banking Services~~ Designated Hedging Agreement have been terminated. If all or any part of the assets of any ~~Obligor~~Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ~~Obligor~~Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such ~~Obligor~~ Guarantor is dissolved or if substantially all of the assets of any such ~~Obligor~~ Guarantor are sold, then, and in any such event (such events being herein referred to as an “"Insolvency Event”"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any ~~Obligor~~ Guarantor to any ~~Guarantor~~ Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the ~~Guaranteed Obligations~~Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such ~~Guaranteed~~ Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by ~~the applicable Guarantor~~ any Borrower upon or with respect to the Intercompany Indebtedness after ~~any~~ an Insolvency Event ~~and~~ prior to the satisfaction of all of the ~~Guaranteed~~ Obligations (other than contingent indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document ~~among the Borrower~~ and ~~the Holders of Guaranteed Obligations~~or Designated Hedging Agreements, such ~~Guarantor~~ Borrower shall receive and hold the same in trust, as trustee, for the benefit of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of ~~the Holders of Guaranteed Obligations~~such Persons, in precisely the form received (except for the endorsement or assignment of ~~the Guarantor~~ such Borrower where necessary), for application to any of the ~~Guaranteed~~ Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by ~~the Guarantor~~ such Borrower as the property of the ~~Holders~~ holders of ~~Guaranteed~~ the Obligations and such Hedging Obligations. If any ~~such Guarantor~~ Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each ~~Guarantor~~ Borrower agrees that until the ~~Guaranteed~~ Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document ~~among the Borrower and the Holders of Guaranteed Obligations~~ or any Designated Hedging Agreement have been terminated, no ~~Guarantor~~ Borrower will assign or transfer to any Person (other than the Administrative Agent) any claim ~~any~~ such ~~Guarantor~~ Borrower has or may have against any ~~Obligor~~Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Common use of Subordination of Intercompany Indebtedness Clause in Contracts