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, ▇▇▇ 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
Sources: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Whole Foods Market Inc), Credit Agreement (Stepan Co)
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” (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, ▇▇▇ 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 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 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) any claim any such Guarantor has or may have against any Obligor.
Appears in 8 contracts
Sources: Credit Agreement (Bruker Corp), Credit Agreement (Tennant Co), Credit 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” 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, ▇▇▇ 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 ObligationsLenders, 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 ObligationsLenders, 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 ObligationsLenders. 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 obligationsUnliquidated 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
Sources: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.), Modification 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; 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, ▇▇▇ 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 terminatedfully 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 AgentHolders 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 terminatedfully 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 5 contracts
Sources: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Note Purchase Agreement (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” (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 ObligationsObligations (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, ▇▇▇ 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 obligationsobligations 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
Sources: Credit Agreement (Microchip Technology Inc), Guaranty (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 ObligationsObligations (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, ▇▇▇ 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 obligationsobligations 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
Sources: Credit Agreement (Electronic Arts Inc.), Credit Agreement (Informatica Corp), Credit Agreement (Electronic Arts Inc.)
Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of such Guarantor Borrower against the Borrower or any other Guarantor hereunder (each an “Obligor”) of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“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, including, without limitation, claims arising from liens or security interests upon property, 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 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. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ for, take or receive any payment Indebtedness from any Obligor, all rights, liens and security interests of each such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated guarantor to the rights extent permitted by the terms of the Holders of Guaranteed Obligations this Agreement 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 other 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)Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after any Insolvency Event and the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), 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 or Hedging Agreement among the Borrower Borrowers and the Holders of Guaranteed ObligationsLenders (and their Affiliates), such Guarantor each Borrower 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 Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor applicable 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 applicable Borrower as the property of the Holders holders of Guaranteed the Obligations. If any such Guarantor the applicable 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) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower Borrowers and the Holders of Guaranteed Obligations Lenders (and their Affiliates) have been terminated, no Guarantor such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor Borrower has or may have against any Obligorguarantor.
Appears in 5 contracts
Sources: Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, 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 ObligationsObligations (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, ▇▇▇ 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
Sources: Guaranty (Tredegar Corp), Guaranty (Tredegar Corp), Guaranty (Tredegar 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” 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, ▇▇▇ 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 ObligationsLenders, 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 ObligationsLenders, 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 ObligationsLenders. 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 obligationsUnliquidated 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
Sources: Credit Agreement (New Home Co Inc.), Modification Agreement (New Home Co Inc.), Modification Agreement (New Home Co 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; 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 assetsassets 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 AgentNotes 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
Sources: 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 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, ▇▇▇ 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 existingarising, 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 terminatedsuch 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 Obligorplan for the reorganization of the Borrower or Loan Party from whom the Borrower Subordinated Debt is owing.
Appears in 4 contracts
Sources: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
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, ▇▇▇ 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 IndebtednessLoan 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
Sources: Credit Agreement (A.S.V., LLC), Credit Agreement (A.S.V., LLC), Credit Agreement (Manitex International, 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, ▇▇▇ 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 terminatedfully 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 AgentHolders 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 terminatedfully 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
Sources: Note Purchase and Master Note Agreement (Stepan Co), Subsidiary Guaranty (Stepan Co), Note Purchase and Private Shelf Agreement (Stepan Co)
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” (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, ▇▇▇ 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 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 agrees that that, except as otherwise permitted by the Credit 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 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 4 contracts
Sources: Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
Subordination of Intercompany Indebtedness. Each Guarantor agrees of the Loan Parties agree that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect Intercompany Indebtedness owed 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 Loan Party 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 Loan Party to ask, demand, ▇▇▇ for, take or receive any payment from in respect of any ObligorIntercompany Indebtedness owed to any Loan Party, any and all rights, liens and security interests of such Guarantorany Loan Party, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Subsidiary of Parent (whether constituting part of the Collateral given to the Agents for the benefit of the Secured Parties 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 Obligations Agents and the Administrative Agent Secured Parties 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 Secured Obligations (other than unasserted 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 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 upon or with respect to any indebtedness of Intercompany Indebtedness owed by any Obligor to any Guarantor (“Intercompany Indebtedness”) Loan Party 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. Each of the Loan Parties irrevocably authorize and empower the Administrative Agent to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any 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 9.17. 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 Secured 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 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 Secured Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower Loan Parties and the Holders of Guaranteed ObligationsLenders, such Guarantor the applicable Loan Party 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 ObligationsLenders, in precisely the form received (except for the endorsement or assignment of the Guarantor applicable Loan Party 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 applicable Loan Party as the property of the Holders of Guaranteed ObligationsLenders. 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 So long as any Event of Default shall have occurred and be continuing, the Loan Parties agree 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 Loan Parties and the Holders of Guaranteed Obligations Lenders have been terminated, no Guarantor the Loan Parties will neither assign or nor transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has the Loan Parties have or may have against any Obligorother Subsidiary of the Parent.
Appears in 4 contracts
Sources: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligorguarantor, including the Loan Parties, all rights, liens and security interests of such Guarantorthe 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 Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 ObligationsSecured 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 obligationsUnliquidated 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 Obligorguarantor, including the Loan Parties.
Appears in 4 contracts
Sources: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, 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”) 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any ObligorObligated Entity, all rights, liens and security interests of such Guarantorthe 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 ObligorObligated Entity, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorObligated 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 ObligationsObligations 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 ObligationsSecured 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 Obligationssuch 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 ObligorObligated Entity.
Appears in 4 contracts
Sources: Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD)
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” (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, ▇▇▇ 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 not yet due and payable) 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 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 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) any claim any such Guarantor has or may have against any Obligor.
Appears in 3 contracts
Sources: Guaranty (Cimpress N.V.), Amendment and Restatement Agreement (Vistaprint N.V.), Credit Agreement (Vistaprint 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; , provided that, as that 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 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 and Facility LCs issued under the Credit Agreement have been terminatedterminated or expired, provided that so long as no Default has occurred and is continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. If After the occurrence and during the continuance of a Default, 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, 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 Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Facility LCs issued pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, 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 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 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 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 Commitments and Facility LCs issued under the Borrower and the Holders of Guaranteed Obligations Credit Agreement have been terminatedterminated or expired, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 3 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Encore Capital Group Inc), Pledge and Security Agreement (Encore Capital 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, ▇▇▇ 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 ObligationsParties, 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 ObligationsParties, 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 ObligationsParties. 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 obligationsUnliquidated 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
Sources: 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 either any 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 Guarantors 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 IndebtednessIndebtedness to the extent otherwise permitted under the Credit Agreement. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ 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 soldsold (other than in an transaction permitted under the Credit 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) 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 any of the Borrower Borrowers 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 any of the Borrower Borrowers and the Holders of Guaranteed Obligations have been terminated, no Guarantor 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 Guaranty in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Guarantor has or may have against any Obligor.
Appears in 3 contracts
Sources: Credit Agreement (Acuity Brands Inc), Credit Agreement (Acuity Brands Inc), Credit Agreement (Acuity Brands Inc)
Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of such Borrower against a 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇s▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorany 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 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 ObligationsObligations 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 Obligationsor 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 Obligationssuch 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 ObligorGuarantor.
Appears in 3 contracts
Sources: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
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 IndebtednessIndebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any Guarantor Obligor to ask, demand, ▇▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 soldsold (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 ObligationsDocuments, 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 ObligationsAgents, 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 ObligationsAgents, 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 ObligorGuarantor.
Appears in 3 contracts
Sources: Credit Agreement (Acuity Brands Inc), Credit Agreement (Acuity Brands Inc), Credit Agreement (Acuity Brands Inc)
Subordination of Intercompany Indebtedness. Each Guarantor (a) The Borrower and each Subordinating Loan Party covenants and agrees (on its own behalf and on behalf of each of its Subsidiaries that is or becomes a Subordinating Loan Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and all claims of such Guarantor against any other sum owed by the Borrower or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Borrower to any Subordinating Loan Party (the “Intercompany Indebtedness”), that the payment of any Intercompany Indebtedness is subordinated in right of payment, to the extent and in the manner provided in this Section 11.23, to the payment in full of all Obligations and the termination of the Aggregate Commitments (other Guarantor hereunder than contingent or inchoate indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (each an other than Letters of Credit as to which other arrangements satisfactory to the Agents and the applicable L/C Issuer shall have been made) (the “ObligorDischarge of the Senior Obligations”) ), and that the subordination herein is for the benefit of the Agents and the Lenders. Without limitation of the foregoing 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 so long as no Event of Default has occurred and is continuing, such Guarantor the Borrower may make and any Subordinating Loan Party may receive any (x) payments of principal and interest from interest, including, without limitation, prepayments of principal, (y) applicable expense or indemnity payments payable in accordance with the terms thereof and (z) refinancings, replacements, renewals or extensions of such Intercompany Indebtedness to the extent permitted by this Agreement and subordinate to the Obligations in accordance with this Section 11.23; provided, that in the event that any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ for, take or receive Subordinating Loan Party receives 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 Intercompany Indebtedness at a time when such payment is prohibited by this Section 11.23, such payment shall be held by such Subordinating Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Agents (provided that, in the event that any other holder of senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or distribution to foreclose the applicable agent and to the holders of such other senior Indebtedness on a pari passu basis, pro rata, based on outstanding principal amount, if any payment is required thereunder).
(b) The Borrower (for itself and on behalf of each Subordinating Loan Party) and each of the Subordinating Loan Parties (by such Subordinating Loan Party’s acceptance of any Intercompany Indebtedness owing from the Borrower) hereby (i) authorizes the Agents to demand specific performance of the terms of this Section 11.23 at any time when any holder of Intercompany Indebtedness shall have failed to comply with any provisions of this Section 11.23 which are applicable to it and (ii) irrevocably waives to the extent permitted under applicable law any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(c) The Borrower (for itself and on behalf of each Subordinating Loan Party) and each of the Subordinating Loan Parties (by such Subordinating Loan Party’s acceptance of any Intercompany Indebtedness owing from the Borrower) agrees that upon any such asset, whether by judicial action or otherwise, unless and until all distribution of assets of the Guaranteed Obligations shall have been fully paid and satisfied Borrower in any dissolution, winding up, liquidation or reorganization (whether 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, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) the Agents and the Lenders shall first be entitled to receive payment in full in cash of the Obligations before any other action holder of such Intercompany Indebtedness is entitled to receive any payment on account of such Intercompany Indebtedness, (ii) any payment or proceeding, or if distribution of assets of the business Borrower of any such Obligor is dissolved kind or if substantially all of the assets of character, whether in cash, property or securities, to which any such Obligor are soldholder of Intercompany Indebtedness would be entitled except for the provisions of this subsection 11.23(c), thenshall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the applicable Agent, to the extent necessary to make payment in full of all Obligations remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to such Agent, for itself and the other Lenders, (iii) in any such the event (such events being herein referred to as an “Insolvency Event”that, notwithstanding the foregoing provisions of this subsection 11.23(c), any payment or distribution of assets of the Borrower of any kind or character, either whether in cash, securities property or other propertysecurities, which shall be payable received by any such holder of Intercompany Indebtedness on account of Intercompany Indebtedness before the Discharge of the Senior Obligations, such payment or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) distribution shall be received and held in trust for and shall be paid or delivered directly over 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 the payment of the Obligations, after giving effect to any concurrent payment or distribution or provision therefor to such Agent (provided that, in the event that any other holder of senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or distribution to the applicable agent and to the holders of such other senior Indebtedness on a pari passu basis, pro rata, based on outstanding principal amount, if any payment is required thereunder) and (iv) no right of the Agents to enforce the subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any Subordinating Loan Party. If, for any reason, any of the Guaranteed Obligations, due trusts expressed to be created in this Section 11.23(c)(iii) should fail or not due, and, until so deliveredbe unenforceable, the same affected Subordinating Loan Party will promptly pay or distribute any such payment or distribution of assets to the applicable Agent, for application to the payment of the Obligations for application in accordance with the terms of this Section 11.23.
(d) Notwithstanding the foregoing, the foregoing subordination shall continue in full force and effect or be held in trust by the Guarantor revived, as the property case may be, if any payment by or on behalf of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative AgentBorrower is made, the Administrative Agent or any of the Agents, the L/C Issuers and the Lenders exercises its officers right of setoff, in respect of the Obligations and such payment or employees the proceeds of such setoff or any part thereof is irrevocably authorized subsequently invalidated, declared to make the same. Each Guarantor agrees that until the Guaranteed Obligations be fraudulent or preferential, set aside or required (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements including pursuant to any Loan Document among settlement entered into by any of the Borrower Agents, the L/C Issuers and the Holders Lenders in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred regardless of Guaranteed Obligations have been terminatedany prior revocation, no Guarantor will assign rescission, termination or transfer reduction. The obligations under this paragraph shall survive termination of this Agreement.
(e) Each Subordinating Loan Party, as of the Closing Date or, if later, contemporaneously with becoming a Subordinating Loan Party (or such later time as the Agent may agree in its reasonable discretion), shall provide to any Person (other than the Administrative Agent) any claim any Agents an acknowledgment letter in form and substance reasonably satisfactory to the Agents whereby such Guarantor has or may have against any ObligorSubordinating Loan Party acknowledges and agrees to be bound by the provisions of this Section 11.23.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Waste Connections, Inc.), Revolving Credit and Term Loan Agreement (Waste Connections, Inc.), Revolving Credit and Term Loan Agreement (Waste Connections, 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligorguarantor, all rights, liens and security interests of such Guarantorthe 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 Obligorguarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 ObligationsSecured 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 Obligationssuch 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 Obligorguarantor.
Appears in 3 contracts
Sources: 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 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 terminatedaccordance with Section 8.12 hereof, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Company or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 3 contracts
Sources: Security Agreement (Photronics Inc), Security Agreement (Photronics Inc), Security Agreement (Photronics 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 ObligationsObligations (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 continuingotherwise 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, ▇▇▇ 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 ObligationsDocument, 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 obligationsprovisions 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
Sources: Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, 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, ▇▇▇ 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
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
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 continuingcontinuing 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligorthe Guarantors, all rights, liens and security interests of such Guarantorthe 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 Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 ObligationsAdministrative 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 ObligorGuarantor except as otherwise permitted by the Loan Documents.
Appears in 3 contracts
Sources: Credit Agreement (Chemed Corp), Credit Agreement (Chemed Corp), Credit Agreement (Chemed Corp)
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, ▇▇▇ 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 ObligationsParties, 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 ObligationsParties, 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 ObligationsParties. 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 obligationsUnliquidated 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
Sources: 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 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, ▇▇▇ sue 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 ObligationsLenders, 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 ObligationsLenders, 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 ObligationsLenders. 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 obligationsUnliquidated 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 3 contracts
Sources: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, 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” (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, ▇▇▇ 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 Borrowers 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 ObligorObligor except as otherwise permitted pursuant to any Loan Document. Each Guarantor's liability under this Guaranty is limited so that each obligation of, or transfer by, any 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 3 contracts
Sources: 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”) of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to the Borrower (“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, including, without limitation, claims arising from liens or security interests upon property, 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. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ for, take or receive any payment Indebtedness from any Obligor, all rights, liens and security interests of each such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated guarantor to the rights extent permitted by the terms of the Holders of Guaranteed Obligations this Agreement 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 other 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)Documents. 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 in contravention of this Agreement or the Loan Documents or after any Insolvency Event and the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), 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 or Hedging Agreement among the Borrower and the Holders of Guaranteed ObligationsLenders (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 shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch 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 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) 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 Lenders (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 Obligorguarantor.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Woodward, Inc.), Term Loan Credit Agreement (Woodward Governor Co), Term Loan Credit Agreement (Woodward Governor 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 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇s▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 ObligationsObligations 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 Obligationssuch 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 ObligorGuarantor.
Appears in 3 contracts
Sources: 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 of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Tredegar Corp), Pledge and Security Agreement (Tredegar Corp), Pledge and Security Agreement (Tredegar Corp)
Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of Intercompany Indebtedness held by 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 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, continuing such Guarantor Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from the related obligor. Notwithstanding any right of any Guarantor Borrower to ask, demand, ▇▇▇ for, take or receive any payment from any obligor on such Intercompany Indebtedness (an “Obligor”), all rights, liens and security interests of such GuarantorBorrower, 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 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 prior to the satisfaction of all of the Guaranteed Secured Obligations shall have been fully paid and satisfied (in cashother than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document, any Swap Document or Hedging Agreement or any Banking Services Agreement have been terminatedamong the Borrowers and the Lenders (and their Affiliates). 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”) 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 all of the Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid satisfied in full and satisfied all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (in cash)and their Affiliates) shall have been terminated. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor such Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement after any Insolvency Event and the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), 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 or Hedging Agreement among the Borrower Borrowers and the Holders of Guaranteed ObligationsLenders (and their Affiliates), such Guarantor 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 Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrowers 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 such Borrower as the property of the Holders of Guaranteed Secured 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 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 or Hedging Agreement among the Borrower Borrowers and the Holders of Guaranteed Obligations Lenders (and their Affiliates) have been terminated, no Guarantor Borrower will assign or transfer to any Person (other than any Intercompany Indebtedness. Notwithstanding the Administrative Agent) any claim any foregoing, no action or omission contemplated by this Section 10.14 shall be permitted or required to the extent such Guarantor has action or may have against any Obligoromission would cause a Deemed Dividend Problem.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Meritor Inc), Amendment and Restatement Agreement (Meritor Inc), Credit Agreement (Meritor 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” (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, ▇▇▇ 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 Designated Financial Contract 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 any 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 any 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
Sources: Amendment and Restatement 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 (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, ▇▇▇ 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
Sources: Credit Agreement (Lexmark International Inc /Ky/), Credit Agreement (Lexmark International Inc /Ky/)
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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 assetsassets 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: 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 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 continuingcontinuing 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, ▇▇▇ 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 terminatedFull 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
Sources: Credit Agreement (Lam Research Corp), Term Loan Agreement (Lam Research Corp)
Subordination of Intercompany Indebtedness. Each Subsidiary Guarantor agrees that any and until one of the Termination Conditions is satisfied, all claims of such Subsidiary Guarantor against the Borrower or Company, 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 ObligationsObligations (each as used in this Section 6(b), an “Obligor”), or against any of its properties properties, including, without limitation, claims arising from liens or security interests upon property with respect to any such claim owing to such Subsidiary Guarantor (“Intercompany Indebtedness”) held by such Subsidiary Guarantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided provided, that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, continuing such Subsidiary 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. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ for, take or receive any payment Indebtedness from any the related 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 such Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and in contravention of this Section 6(b), prior to the satisfaction of all one of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsTermination Conditions, such Subsidiary 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 AgentTrustee, for the benefit of the Holders of Guaranteed ObligationsHolders, in precisely the form received (except for the endorsement or assignment of the such 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 such Subsidiary Guarantor as the property of the Holders of Guaranteed ObligationsHolders. If any such Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative AgentTrustee, the Administrative Agent Trustee or any of its officers or employees is are irrevocably authorized to make the same. Each Subsidiary Guarantor agrees that until one of 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 terminatedTermination Conditions is satisfied, no Subsidiary Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorIntercompany Indebtedness.
Appears in 2 contracts
Sources: Indenture (Arvinmeritor Inc), Indenture (Arvinmeritor 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 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇▇▇ sue for, take or receive any payment from any ObligorGuarantor, all rights, liens ▇▇▇ns and security interests of such Guarantorthe 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 ObligationsObligations 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 Obligationssuch 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 ObligorGuarantor.
Appears in 2 contracts
Sources: 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 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Term Loan Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.), Abl Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.)
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 IndebtednessIndebtedness 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 Grantor to ask, demand, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedterminated 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 solddissolved, 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 duedue 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 ObligationsCredit 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 ObligationsSecured 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 ObligationsSecured 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 terminatedSection 8.11 hereof, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral 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 2 contracts
Sources: Credit Agreement (Alliance Resource Partners Lp), Credit Agreement (Alliance Holdings GP, L.P.)
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” (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, ▇▇▇ 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 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 for borrowed money 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 agrees that during the occurrence of an Event of Default, except as otherwise permitted by the Credit 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 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 2 contracts
Sources: Credit Agreement (Fiserv Inc), Credit Agreement (Fiserv 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, ▇▇▇ 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 terminatedFull. 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 ObligationsSecured 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 ObligationsSecured 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 terminatedFull, 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
Sources: Credit Agreement (LogMeIn, Inc.), Credit Agreement (LogMeIn, 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or any Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Cimpress N.V.), Pledge and Security Agreement (Vistaprint 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 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 Indebtednessthe Guaranty. Notwithstanding any right of any Guarantor the Borrower to ask, demand, ▇▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe 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 DocumentDocument 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 ObligationsAgents, 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 ObligationsAgents, 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 ObligationsAgents, 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 ObligorGuarantor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Applebees International Inc), 5 Year Revolving Credit 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; 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, ▇▇▇ 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
Sources: Credit Agreement (Chicos Fas Inc), Credit Agreement (Varian Semiconductor Equipment Associates 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” (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, ▇▇▇ 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 Borrowers 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 Borrowers 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 2 contracts
Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE 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, 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, ▇▇▇ 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 ObligorObligor except as otherwise permitted pursuant to any Loan Document.
Appears in 2 contracts
Sources: 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 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 ObligationsObligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made); provided that, unless otherwise prohibited as long as no Event of Default has occurred and is continuingotherwise set forth below, such Guarantor may receive payments of principal and interest from any Obligor with respect to any indebtedness of such Obligor to any Guarantor (“Intercompany Indebtedness”). Notwithstanding Upon acceleration of the Notes pursuant to Section 12.1 of the Private Shelf Agreement, notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ 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 Notes pursuant to Section 12.1 of the Private Shelf 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) 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 the Issuance Period have been terminated. If all or any part Upon acceleration of the assets of any Obligor, or the proceeds thereof, are subject Notes pursuant 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 Section 12.1 of the assets of any such Obligor are soldPrivate Shelf 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 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 each Guarantor agrees that until the Guaranteed Obligations (other than the indemnities and other contingent indemnity obligationsobligations not then due and payable and as to which no claim has been made) 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 Issuance Period has been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative AgentHolders of Guaranteed Obligations) any claim any such Guarantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Private Shelf Agreement (Hillenbrand, Inc.), Private Shelf Agreement (Hillenbrand, 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 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 Indebtednessthe Guaranty. Notwithstanding any right of any Guarantor the Borrower to ask, demand, ▇▇▇ sue for, take or receive any payment from any ObligorGuarantor, all rightsright▇, liens and security interests of such Guarantorthe 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 DocumentDocument 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 ObligationsAgents, 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 ObligationsAgents, 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 ObligationsAgents, 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 ObligorGuarantor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Applebees International Inc), Revolving Credit Agreement (Applebees International 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any ObligorSubsidiary Guarantor, all rights, liens and security interests of such Guarantorthe 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 ObligorSubsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorSubsidiary 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 ObligationsObligations 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 ObligationsObligations (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 Obligationssuch 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 ObligorSubsidiary Guarantor.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Ralston Purina Co), Revolving Credit Agreement (Ralston Purina 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, ▇▇▇ 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
Sources: Credit Agreement, Credit Agreement (Maxim Integrated Products 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 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 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 (other than Unliquidated 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 IndebtednessIndebtedness from each such guarantor, including, the Subsidiary 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, ▇s▇▇ for, take or receive any payment from any Obligorguarantor, including the Subsidiary Guarantors, all rights, liens and security interests of such Guarantorthe 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 Obligations and the Administrative Agent Secured Parties 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 Secured Parties (or any Banking Services Agreement Affiliate thereof) have been terminated. If all or any part of the assets of any Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 Subsidiary Guarantors, 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 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 ObligationsSecured Parties (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 Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, 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 (other than Unliquidated Obligations), due or not due, due and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders of Guaranteed ObligationsSecured Parties. 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 obligationsUnliquidated 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 (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 Obligorguarantor, including the Subsidiary Guarantors.
Appears in 2 contracts
Sources: Credit Agreement (Symmetry Medical Inc.), Credit Agreement (Symmetry Medical 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, ▇s▇▇ 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 AgentAgent or another Guarantor) any claim any such Guarantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Credit Agreement (Bruker Corp), Term Loan Agreement (Bruker Corp)
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 cashthe 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 continuingGuaranteed 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, ▇▇▇ 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 Documentproceeding 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 characterthis 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
Sources: Trust Indenture (Wall2wall Media Inc.), Trust Indenture (Wall2wall Media 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 cashthe 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 continuingGuaranteed 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, ▇▇▇ 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 Documentproceeding 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 characterthis 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
Sources: Trust Indenture (Wall2wall Media Inc.), Trust Indenture (Wall2wall Media 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 ObligationsObligations (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, ▇▇▇ 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
Sources: Credit Agreement (Zebra Technologies Corp), Credit Agreement (Zebra Technologies 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 and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ 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 ObligationsObligations 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
Sources: Credit Agreement (Apollo Group Inc), Credit Agreement (Apollo Group 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 IndebtednessIndebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any Guarantor Borrower to ask, demand, ▇▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 soldsold (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 ObligationsDocuments, 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 ObligationsAgents, 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 ObligationsAgents, 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 ObligorGuarantor.
Appears in 2 contracts
Sources: 5 Year Revolving Credit Agreement (Zep Inc.), Revolving Credit Agreement (Acuity Brands Inc)
Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of such Borrower against a 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorany 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 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 ObligationsObligations 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 Obligationsor 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 Obligationssuch 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 ObligorGuarantor.
Appears in 2 contracts
Sources: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co 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 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, ▇▇▇ for, take or receive any payment from any Obligor, Subsidiary Guarantor all rights, liens and security interests of such Guarantorthe 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 ObligorRestricted Subsidiary, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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, ▇▇▇ 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 ObligorRestricted Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (Gfsi Inc), Credit Agreement (Gfsi 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Intercompany Obligor, all rights, liens and security interests of such GuarantorObligor, 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 ObligationsFacility 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 AgentAgent or the Borrower or another Obligor) any claim any such Guarantor Obligor has or may have against any Intercompany Obligor.
Appears in 2 contracts
Sources: Security and Pledge Agreement (Balchem Corp), Security and Pledge Agreement (Balchem Corp)
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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligorother 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 ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 ObligationsCredit, 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 Obligationssuch 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. (see attached) 1. CB&I Cojafex, B.V.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
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, ▇▇▇ for, take or receive any payment from any Obligorother, all rights, liens and security interests of such Guarantorany 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 ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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, ▇▇▇ 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 AgentAgent or another Loan Party) any claim any such Guarantor Loan Party has or may have against any Obligorother Loan Party.
Appears in 2 contracts
Sources: Revolving Credit Facility (Finish Line Inc /In/), Revolving Credit Facility 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 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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any ObligorSubsidiary Guarantor, all rights, liens and security interests of such Guarantorthe 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 ObligorSubsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorSubsidiary 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 ObligationsObligations 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 ObligationsObligations (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 Obligationssuch 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 ObligorSubsidiary Guarantor.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Energizer Holdings Inc), Revolving Credit Agreement (Energizer Holdings 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14 hereof, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Advisory Board Co), Pledge and Security Agreement (Advisory Board 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 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, ▇▇▇ 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
Sources: Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc)
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 ObligationsObligations 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 IndebtednessIndebtedness to the extent not prohibited by the other terms of the Loan Documents. Notwithstanding any right of any Subsidiary Guarantor to ask, demand, ▇▇▇ 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 ObligationsSecured 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 ObligationsSecured 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 ObligationsSecured 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
Sources: Guaranty (Xperi Holding Corp), Guaranty (Tessera 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, ▇▇▇ 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
Sources: Guaranty (Sara Lee Corp), Guaranty (D.E Master Blenders 1753 B.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; , 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Layne Christensen Co), Pledge and Security Agreement (American Medical Systems Holdings 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, ▇▇▇ 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
Sources: Credit Agreement (Universal Corp /Va/), Loan 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 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 IndebtednessIndebtedness 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, ▇▇▇ 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 terminatedFull. 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 ObligationsSecured 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 ObligationsSecured 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 terminatedFull, 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
Sources: Guarantee Agreement (Marketaxess Holdings Inc), Guarantee Agreement (Marketaxess Holdings 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” (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, ▇▇▇ 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 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 agrees that that, except as otherwise permitted by the Credit 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 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 2 contracts
Sources: Credit Agreement (Fuller H B Co), Guaranty (Fuller H B Co)
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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance 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 Obligationsthis 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 AgentAgent or such other Person to whom delivery is required thereunder), for the benefit of the Holders of Guaranteed ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Company or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Pledge and Security Agreement (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)
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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedFull. 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 ObligationsBank 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 ObligationsSecured 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 ObligationsSecured 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 terminatedFull, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Pledge and Security Agreement (United Stationers Inc), Pledge and Security Agreement (United Stationers Inc)
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, ▇▇▇ 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 ObligorObligor 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
Sources: 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 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 IndebtednessIndebtedness to the extent not prohibited by the other terms of the Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ 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 cashthe 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 ObligationsSecured 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 ObligationsSecured 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 ObligationsSecured 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 obligationsUnliquidated 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
Sources: Guaranty (Advisory Board Co), Guaranty (Advisory Board 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligorother 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 ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 ObligationsCredit, 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 Obligationssuch 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 Obligorother Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
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, ▇▇▇ 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
Sources: Credit Agreement (Ugi Corp /Pa/), 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, ▇▇▇ 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 ObligationsLenders, 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 ObligationsLenders, 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 ObligationsLenders. 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
Sources: Guaranty (Nelnet Inc), Guaranty (Nelnet 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” (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 ObligationsObligations (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, ▇▇▇ 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 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 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) any claim any such Guarantor has or may have against any Obligor.
Appears in 2 contracts
Sources: 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 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, ▇▇▇ 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 terminatedFull. 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 ObligationsSecured 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 ObligationsSecured 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 terminatedFull, 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
Sources: Credit 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 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, ▇s▇▇ 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 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 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) any claim any such Guarantor has or may have against any Obligor.
Appears in 2 contracts
Sources: Credit Agreement (Esco Technologies Inc), Credit Agreement (Esco Technologies Inc)
Subordination of Intercompany Indebtedness. Each Guarantor of the Credit Parties agrees that any and all claims of such Guarantor Credit Party against the Borrower or any other Guarantor hereunder (each an “Obligor”) Credit 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 and Rate Hedging Obligations owing from any Credit Party to any Lender or any Affiliate of a Lender arising under any Hedging Agreements (collectively, the "Senior 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 Credit Parties may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each other Credit Party to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Credit Parties to ask, demand, ▇▇▇ for, take or receive any payment from any Obligorother Credit Party, all rights, liens and security interests of such Guarantorthe Credit Parties, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Credit Party shall be and are subordinated to the rights of the Holders holders of Guaranteed the Senior Obligations and the Administrative Agent in those assets. No Guarantor The Credit Parties 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 Senior 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 or Hedging Agreement among any Swap Agreement Credit Party and the holders of the Senior Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any ObligorCredit Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorCredit 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 Credit Party is dissolved or if substantially all of the assets of any such Obligor Credit 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 Credit Party to any Guarantor another Credit Party (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Senior Obligations, due or to become due, until such Guaranteed Senior 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 Credit Party upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Senior Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower a Credit Party and the Holders holders of Guaranteed ObligationsSenior Obligations (and their affiliates), such Guarantor the Credit Parties shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Senior Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Credit Party where necessary), for application to any of the Guaranteed Senior Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Credit Parties as the property of the Holders holders of Guaranteed the Senior Obligations. If any such Guarantor the applicable Credit 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 Credit Parties agree that until the Guaranteed Senior 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 or Hedging Agreement among the Borrower Credit Parties and the Holders holders of Guaranteed the Senior Obligations (and their affiliates) have been terminated, no Guarantor the Credit Parties will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor Credit Party has or may have against any Obligorother Credit Party.
Appears in 1 contract
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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 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 terminatedFull. 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 permitted by the Credit Agreement) 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 (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 Lenders and Facility LCs issued pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, 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 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 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 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 terminatedFull, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 1 contract
Sources: Pledge and Security Agreement (United Stationers Supply 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 (each an “Obligor”) Seller with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor endorser of all or any part of the Guaranteed Obligations, Obligations or against any of its their respective properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all of the 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 IndebtednessObligations (other than contingent indemnification obligations that have not yet arisen). Notwithstanding any right of any the Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from any Obligorthe Seller, 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 the Seller shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent Beneficiary 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 (other than contingent indemnification obligations that have not yet arisen) 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 Transaction Document have been terminated. If all or any part of the assets of any Obligorthe Seller, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorthe Seller, 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 the Seller is dissolved or if substantially all of the assets of any such Obligor the Seller 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 the Seller to any the Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent Beneficiary for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnification obligations that have not yet arisen) shall have first been fully paid and satisfied (in cash)satisfied. 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 (other than contingent indemnification obligations that have not yet arisen), 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 Beneficiary and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsBeneficiary, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed ObligationsObligations (other than contingent indemnification obligations that have not yet arisen), 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 ObligationsBeneficiary. If any such the Guarantor fails to make any such endorsement or assignment to the Administrative AgentBeneficiary, the Administrative Agent Beneficiary 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 Termination Date, 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 not assign or transfer to any Person (other than the Administrative AgentBeneficiary) any claim any such that the Guarantor has or may have against any Obligorthe Seller.
Appears in 1 contract
Subordination of Intercompany Indebtedness. Each Guarantor agrees agrees, as to itself, that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Buyer with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor endorser of all or any part of the Guaranteed Obligations, Obligations or against any of its their respective properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all of the 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 IndebtednessObligations (other than contingent indemnification obligations that have not yet arisen). Notwithstanding any right of any such Guarantor to ask, demand, ▇▇▇ for, take or receive any payment from any Obligorthe Buyer, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor the Buyer shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent Beneficiary in those assets. No Such 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 (other than contingent indemnification obligations that have not yet arisen) 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 Transaction Document have been terminated. If all or any part of the assets of any Obligorthe Buyer, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorthe Buyer, 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 the Buyer is dissolved or if substantially all of the assets of any such Obligor the Buyer 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 the Buyer to any such Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent Beneficiary for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnification obligations that have not yet arisen) shall have first been fully paid and satisfied (in cash)satisfied. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable such 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(other than contingent indemnification obligations that have not yet arisen), such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Beneficiary and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsBeneficiary, in precisely the form received (except for the endorsement or assignment of the such Guarantor where necessary), for application to any of the Guaranteed ObligationsObligations (other than contingent indemnification obligations that have not yet arisen), 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 ObligationsBeneficiary. If any such Guarantor fails to make any such endorsement or assignment to the Administrative AgentBeneficiary, the Administrative Agent Beneficiary or any of its officers or employees is irrevocably authorized to make the same. Each Such 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 terminatedTermination Date, no such Guarantor will not assign or transfer to any Person (other than the Administrative AgentBeneficiary) any claim any that such Guarantor has or may have against any Obligorthe Buyer.
Appears in 1 contract
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 ObligationsObligations (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, ▇s▇▇ 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 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) 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, 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 1 contract
Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against 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 property 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 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 IndebtednessIndebtedness from each such guarantor, including, the Subsidiary 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, ▇s▇▇ for, take or receive any payment from any Obligorguarantor, including the Subsidiary Guarantors, all rights, liens and security interests of such Guarantorthe 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 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 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 Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 Subsidiary Guarantors, 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 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 of Guaranteed ObligationsObligations (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, 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 Holder 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) 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 (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 Obligorguarantor, including the Subsidiary Guarantors.
Appears in 1 contract
Sources: Credit Agreement (Atari 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 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, ▇▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe 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 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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) cash and satisfied and all financing arrangements pursuant satisfied; PROVIDED, HOWEVER, ordinary course payments or distributions made by any Guarantor to any Loan Document among the Borrower shall be required to be paid or delivered to the Agent only upon the Agent's request. The Borrower irrevocably authorizes and empowers the Holders Agent to demand, ▇▇▇ for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of Guaranteed Obligations have been terminatedthe Borrower such proofs of claim and take such other action, no Guarantor will assign in the Agent's own name or transfer to any Person (other than in the Administrative Agent) any claim any such Guarantor has name of the Borrower or otherwise, as the Agent may have against any Obligordeem necessary or advisable for the enforcement of this SECTION 10.
Appears in 1 contract
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 IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Senior Indebtedness Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, ▇▇▇ sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 terminatedaccordance with Section 7.15. 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 Obligationsthis Security Agreement in accordance with Section 7.15, 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 ObligationsSecured 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 ObligationsSecured 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 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 terminatedaccordance with Section 7.15, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Company or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 1 contract
Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the either any 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 Guarantors 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 IndebtednessIndebtedness to the extent otherwise permitted under the Credit Agreements. Notwithstanding any right of any Guarantor to ask, demand, ▇▇▇ sue for, take or receive any payment from any Obligor, all rightsrigh▇▇, 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 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 soldsold (other than in an transaction permitted under the Credit Agreements), 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 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 has or may have against any Obligor.
Appears in 1 contract
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, ▇s▇▇ for, take or receive any payment from any Obligorother, all rights, liens and security interests of such Guarantorany 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 ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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, s▇▇ 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 AgentAgent or another Loan Party) any claim any such Guarantor Loan Party has or may have against any Obligorother Loan Party.
Appears in 1 contract
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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Documentan 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 Obligationsthis 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 ObligationsSecured 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 ObligationsSecured 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 terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Company or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 1 contract
Sources: Credit Agreement (Tennant Co)
Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees ------------------------------------------ that any and all claims of such Guarantor Borrower against the any other Borrower 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 ObligationsObligations 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, continuing such Guarantor Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness 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 Borrower to ask, demand, ▇▇▇ for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such GuarantorBorrower, 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 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 Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Document or Hedging Agreement among any Swap Agreement 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 ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 Borrowers (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations 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 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 Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the any Borrower and the Holders of Guaranteed ObligationsSecured Obligations (and their affiliates), 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 Obligationssuch 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 or Hedging Agreement among the Borrower Borrowers and the Holders of Guaranteed the Secured Obligations (and their affiliates) have been terminated, no Guarantor such 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 ObligorGuarantor.
Appears in 1 contract
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 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 Grantor to ask, demand, ▇▇▇ for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 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 and Facility LCs issued under the Credit Agreement have been terminatedterminated 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 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 Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Facility LCs issued pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, 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 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 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 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 Commitments and Facility LCs issued under the Borrower and the Holders of Guaranteed Obligations Credit Agreement have been terminatedterminated or expired, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.
Appears in 1 contract
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 ObligationsObligations 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 IndebtednessIndebtedness 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, ▇▇▇ for, take or receive any payment from any ObligorSubsidiary Guarantor, all rights, liens and security interests of such Guarantorthe 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 ObligorSubsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorSubsidiary 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 ObligationsObligations 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 ObligationsObligations (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 Obligationssuch 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 ObligorSubsidiary Guarantor.
Appears in 1 contract
Sources: 364 Day Bridge Term Loan Credit Agreement (Energizer Holdings Inc)