Intercompany Subordination Sample Clauses
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Intercompany Subordination. (a) Borrower agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as herein provided. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Guarantor or received, accepted, retained or applied by Borrower unless and until the Senior Indebtedness shall have been paid in full in cash; except that prior to the occurrence and continuance of an Event of Default, each Guarantor shall have the right to make payments, and the Borrower shall have the right to receive payments on the Subordinated Indebtedness from time to time as may be determined by Borrower. After the occurrence and during the continuance of an Event of Default, no payments of principal, interest or other amounts may be made or given, directly or indirectly, by or on behalf of any Guarantor or received, accepted, retained or applied by Borrower unless and until the Senior Indebtedness shall have been paid in full in cash. If any sums shall be paid to Borrower by any Guarantor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by the Borrower for the benefit of Agent and the Lenders and shall forthwith be paid to and applied by Agent against the Senior Indebtedness in accordance with the terms hereof. For purposes of this Section 10.14, the term (i) "Subordinated Indebtedness" means, with respect to a Guarantor, all indebtedness, liabilities, and obligations of such Guarantor to Borrower, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Borrower and (ii) "Senior Indebtedness" means, with respect to each Guarantor, all of the obl...
Intercompany Subordination. (i) As to each Loan Party, all payments on account of the Intercompany Debt shall be subject, subordinate, and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment, in full, in cash and cash equivalents of the Obligations.
(ii) As to each Loan Party, in the event of any payment or distribution of assets of any other Loan Party of any kind or character, whether in cash, property, or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Loan Party or its property, whether voluntary or involuntary, or in an Insolvency Proceeding or upon any other marshaling or composition of the assets and liabilities of such other Loan Party, or otherwise: (A) all amounts owing on account of the Obligations shall first be paid, in full, in cash, or payment provided for in cash and cash equivalents, before any Intercompany Debt Payment is made; and (B) to the extent permitted by applicable law, any Intercompany Debt Payment to which such Loan Party would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution directly to the Agent for the benefit of the Lenders for application to the payment of the Obligations in accordance with clause (A), after giving effect to any concurrent payment or distribution or provision therefor to the Lenders, or the Agent for the benefit thereof, in respect of such Obligations.
(iii) So long as no Event of Default shall have occurred and be continuing or would result therefrom, each Loan Party may make, and each other Loan Party shall be entitled to accept and receive, payments on account of the Intercompany Debt in the ordinary course of business. If the Obligations have been declared or otherwise become due upon or following the occurrence of any Event of Default, or if an Event of Default has occurred and is continuing and the Agent delivers written notice to the Loan Parties to cease all payments on account of Intercompany Debt, then until such Event of Default is cured or waived, each Loan Party shall not make, and each other Loan Party shall not accept or receive, any Intercompany Debt Payment, and any payment received by any Loan Party on account of Intercompany Debt in contravention of this clause (...
Intercompany Subordination. In furtherance, and not in limitation, of -------------------------- Sections 6.1 and 11.4, each Borrower agrees, for itself and each future holder of the Subordinated Obligations (as defined below), that the Subordinated Obligations are expressly "subordinate and junior in right of payment" (as that phrase is defined below) to all Obligations.
Intercompany Subordination. 27 12. Release............................................................ 27 12.1 Lender Release of NLAC....................................... 27 12.2 NLAC Release of Lender....................................... 27 INDEX OF EXHIBITS AND SCHEDULES ------------------------------- Schedule A - Definitions Schedule B - Lender's and Borrowers' Addresses for Notices Schedule C - Letters of Credit (Not Used) Schedule D - Cash Management System Schedule E - Fees and Expenses Schedule F - Schedule of Documents Schedule G - Financial Covenants Disclosure Schedule (3.2) - Places of Business; Corporate Names Disclosure Schedule (3.6) - Real Estate Disclosure Schedule (3.7) - Stock; Affiliates Disclosure Schedule (3.10) - Taxes Disclosure Schedule (3.12) - ERISA Disclosure Schedule (3.13) - Litigation Disclosure Schedule (3.14) - Intellectual Property Disclosure Schedule (3.16) - Environmental Matters Disclosure Schedule (3.17) - Insurance Disclosure Schedule (3.18) - Commodity and Security Accounts Disclosure Schedule (3.19) - Contracts (Offset Risk) Disclosure Schedule (5(b)) - Indebtedness Disclosure Schedule (5(e)) - Liens Disclosure Schedule (6.1) - Actions to Perfect Liens Exhibit A - Form of Notice of Revolving Credit Advance Exhibit B - Other Reports and Information Exhibit C - Form of Borrowing Base Certificate Exhibit C-1 - Inventory Rollforward and Reconciliation Exhibit D - Form of Accounts Payable Analysis Exhibit E - Form of Accounts Receivable Rollforward Analysis Exhibit F - Form of Revolving Credit Note Exhibit G - Form of Term Note Exhibit H - Form of Secretarial Certificate (ANIP) Exhibit H-1 - Form of Secretarial Certificate (other Credit Parties) Exhibit I - Form of Power of Attorney Exhibit J - Form of Certificate of Compliance Exhibit K - Form of Lockbox Agreement Exhibit L - Reserved Exhibit M - Form of Opinion of Counsel to Borrower and Holding Co. Exhibit N - Reserved Exhibit O - Form of UCC Schedule Exhibit P - Form of Payment of Proceeds Letter Exhibit Q - Reserved Exhibit R - Form of Borrower Authorized Representative Letter Exhibit S - Form of Guarantee GE Capital TRANSACTION SUMMARY AS OF THE DATE OF THIS AGREEMENT -------------------------------------------------------------------------------- REVOLVING CREDIT LOAN Maximum Amount: $12,000,000 -------------- Term: 3 years ---- Revolving Credit Rate: Index Rate plus 0.50% ---------------------- Letter of Credit Subfacility: n/a ---------------------------- Borrowing Base: 85% of the val...
Intercompany Subordination. (a) Borrower agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as herein provided. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Guarantor or received, accepted, retained or applied by Borrower unless and until the Senior Indebtedness shall have been paid in full in cash; except that prior to the occurrence and continuance of an Event of Default, each Guarantor shall have the right to
Intercompany Subordination. Borrower and each Guarantor agrees that the Intercompany Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Obligated Party Obligations (as defined below) as herein provided. The Intercompany Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Intercompany Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Subordination Party (hereafter defined) or received, accepted, retained or
Intercompany Subordination