Common use of Subordination of Intercompany Indebtedness Clause in Contracts

Subordination of Intercompany Indebtedness. Each Borrower hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other 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 all of the Obligations and that, except as permitted under Section 6.10, the Borrower Subordinated Debt shall not be paid in whole or in part until the 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 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 Administrative Agent shall be entitled to all of 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, such Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to 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 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 bankruptcy proceeding or any plan for the reorganization of the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower Credit Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower Credit Party or Loan any Subsidiary of such Credit Party or any other Credit Party now or hereafter owing to such BorrowerCredit Party, whether heretofore, now or hereafter created (the “Borrower Credit Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.10upon the occurrence and during the continuance of an Event of Default, the Borrower Credit Party Subordinated Debt shall not be paid in whole or in part until Payment in Full of the Obligations have been paid in full and this Agreement is terminated and of no further force or effectObligations. No Borrower Credit Party shall make or accept any payment of or on account of any Borrower Credit Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Credit Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Credit Party as trustee for the Secured Parties Agent and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such BorrowerCredit Party’s liability hereunder. Each Borrower Credit Party agrees to file all claims against the Borrower or Loan Credit Party from whom the Borrower Credit 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 Borrower Credit Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerCredit Party’s rights thereunder. If for any reason a Borrower any Credit 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 Borrower Credit Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerCredit Party’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 Credit Party hereby assigns to the Administrative Agent all of such BorrowerCredit Party’s rights to any payments or distributions to which such Borrower Credit Party otherwise would be entitled. If the amount so paid is greater than such BorrowerCredit Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Credit Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerCredit Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the any Borrower or Loan any Credit Party from whom the Borrower Credit Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower Loan Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) indebtedness of any other Borrower or Loan Party now or hereafter owing to such BorrowerLoan Party, whether heretofore, now or hereafter created (the “Borrower Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.106.08 of this Agreement, the Borrower Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Borrower Loan Party shall accept any payment of or on account of any Borrower Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Loan Party as trustee for the Secured 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 BorrowerLoan Party’s liability hereunder. Each Borrower Loan Party agrees to file all claims against the Borrower or Loan Party from whom the Borrower 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 Borrower Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerLoan Party’s rights thereunder. If for any reason a Borrower 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 Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerLoan Party’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 Loan Party hereby assigns to the Administrative Agent all of such BorrowerLoan Party’s rights to any payments or distributions to which such Borrower Loan Party otherwise would be entitled. If the amount so paid is greater than such BorrowerLoan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerLoan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization Bankruptcy Event of the Borrower Loan Party or Loan Party from whom the Borrower Loan Party Subordinated Debt is owing.. (Signature Pages Follow)

Subordination of Intercompany Indebtedness. Each Borrower Credit Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower Credit Party or Loan any Subsidiary of such Credit Party or any other Credit Party now or hereafter owing to such BorrowerCredit Party, whether heretofore, now or hereafter created (the “Borrower Credit Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.10upon the occurrence and during the continuance of an Event of Default, the Borrower Credit Party Subordinated Debt shall not be paid in whole or in part until Payment in Full of the Obligations have been paid in full and this Agreement is terminated and of no further force or effectObligations. No Borrower Credit Party shall make or accept any payment of or on account of any Borrower Credit Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Credit Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Credit Party as trustee for the Secured Parties Agent and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such BorrowerCredit Party’s liability hereunder. Each Borrower Credit Party agrees to file all claims against the Borrower or Loan Credit Party from whom the Borrower Credit 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 Borrower Credit Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerCredit Party’s rights thereunder. If for any reason a Borrower any Credit 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 Borrower Credit Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerCredit Party’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 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 Credit Party hereby assigns to the Administrative Agent all of such BorrowerCredit Party’s rights to any payments or distributions to which such Borrower Credit Party otherwise would be entitled. If the amount so paid is greater than such BorrowerCredit Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Credit Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerCredit Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the any Borrower or Loan any Credit Party from whom the Borrower Credit Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower Loan Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower or Loan Party now or hereafter owing to such BorrowerLoan Party, whether heretofore, now or hereafter created (the “Borrower Loan Party 120 Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.10, the Borrower Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Borrower Loan Party shall accept any payment of or on account of any Borrower Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Loan Party 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 BorrowerLoan Party’s liability hereunder. Each Borrower Loan Party agrees to file all claims against the Borrower or Loan Party from whom the Borrower 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 Borrower Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerLoan Party’s rights thereunder. If for any reason a Borrower 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 Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerLoan Party’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 Loan Party hereby assigns to the Administrative Agent all of such BorrowerLoan Party’s rights to any payments or distributions to which such Borrower Loan Party otherwise would be entitled. If the amount so paid is greater than such BorrowerLoan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerLoan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower Loan Party or Loan Party from whom the Borrower Loan Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other 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 all of the Obligations and that, except as permitted under Section 6.10, the Borrower Subordinated Debt shall not be paid in whole or in part until the 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 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 Administrative Agent shall be entitled to all of 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, such Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Borrower’s name to file such claim or, in the Amended and Restated Credit Agreement – Independence Contract Drilling #33621191 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 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 bankruptcy proceeding or any plan for the reorganization of the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower Loan Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower or Loan Party now or hereafter owing to such BorrowerLoan Party, whether heretofore, now or hereafter created (the “Borrower Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.10, the Borrower Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Borrower Loan Party shall accept any payment of or on account of any Borrower Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Loan Party 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 BorrowerLoan Party’s liability hereunder. Each Borrower Loan Party agrees to file all claims against the Borrower or Loan Party from whom the Borrower 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 Borrower Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerLoan Party’s rights thereunder. If for any reason a Borrower 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 Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerLoan Party’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 Loan Party hereby assigns to the Administrative Agent all of such BorrowerLoan Party’s rights to any payments or distributions to which such Borrower Loan Party otherwise would be entitled. If the amount so paid is greater than such BorrowerLoan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerLoan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower Loan Party or Loan Party from whom the Borrower Loan Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other 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 all of the Obligations and that, except as permitted under Section 6.10, the Borrower Subordinated Debt shall not be paid in whole or in part until the 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 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 Administrative Agent shall be entitled to all of 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, such Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to 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 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 bankruptcy proceeding or any plan for the reorganization of the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing.. Exhibit A to FirstFourth Amendment Conformed Amended and Restated Credit Agreement – Independence Contract Drilling #37466145

Subordination of Intercompany Indebtedness. Each Borrower Loan Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower or Loan Party now or hereafter owing to such BorrowerLoan Party, whether heretofore, now or hereafter created (the “Borrower Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.10, the Borrower Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Borrower Loan Party shall accept any payment of or on account of any Borrower Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Loan Party 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 BorrowerLoan Party’s liability hereunder. Each Borrower Loan Party agrees to file all claims against the Borrower or Loan Party from whom the Borrower 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 Borrower Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerLoan Party’s rights thereunder. If for any reason a Borrower 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 Borrower Loan Party hereby irrevocably appoints the 106 Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerLoan Party’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 Loan Party hereby assigns to the Administrative Agent all of such BorrowerLoan Party’s rights to any payments or distributions to which such Borrower Loan Party otherwise would be entitled. If the amount so paid is greater than such BorrowerLoan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerLoan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower or Loan Party from whom the Borrower Loan Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Borrower Loan Party hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Borrower or Loan Party now or hereafter owing to such BorrowerLoan Party, whether heretofore, now or hereafter created (the “Borrower Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 6.10, that the Borrower Loan Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect, provided that, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby and such Indebtedness is expressly permitted hereunder, the Loan Parties may make and receive such payments in respect of Loan Party Subordinated Debt as shall be customary in the ordinary course of the Loan Parties’ business. No Borrower Loan Party shall accept any payment of or on account of any Borrower Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Borrower Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower Loan Party 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 BorrowerLoan Party’s liability hereunder. Each Borrower Loan Party agrees to file all claims against the Borrower or Loan Party from whom the Borrower 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 Borrower Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such BorrowerLoan Party’s rights thereunder. If for any reason a Borrower 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 Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such BorrowerLoan Party’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 Loan Party hereby assigns to the Administrative Agent all of such BorrowerLoan Party’s rights to any payments or distributions to which such Borrower Loan Party otherwise would be entitled. If the amount so paid is greater than such BorrowerLoan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Borrower Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such BorrowerLoan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower or Loan Party from whom the Borrower Loan Party Subordinated Debt is owing.