Common use of Subordination of Intercompany Indebtedness Clause in Contracts

Subordination of Intercompany Indebtedness. Each Credit Party hereby agrees that any Indebtedness of any other Credit Party or any Subsidiary of such Credit Party or any other Credit Party now or hereafter owing to such Credit Party, whether heretofore, now or hereafter created (the “Credit Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Default, the Credit Party Subordinated Debt shall not be paid in whole or in part until Payment in Full of the Obligations. No Credit Party shall make or accept any payment of or on account of any Credit Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Party as trustee for the Agent and shall be paid over to the Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Credit Party’s liability hereunder. Each Credit Party agrees to file all claims against the Credit Party from whom the Credit Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Credit Party Subordinated Debt, and the Agent shall be entitled to all of such Credit Party’s rights thereunder. If for any reason any Credit Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Credit Party hereby irrevocably appoints the Agent as its true and lawful attorney-in-fact, and the Agent is hereby authorized to act as attorney-in-fact in such Credit Party’s name to file such claim or, in the Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the 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 Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Credit Party hereby assigns to the Agent all of such Credit Party’s rights to any payments or distributions to which such Credit Party otherwise would be entitled. If the amount so paid is greater than such Credit Party’s liability hereunder, the Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Party hereby irrevocably appoints the Agent as its attorney-in-fact to exercise all of such Credit Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any Borrower or any Credit Party from whom the Credit Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Credit Loan Party hereby agrees that any Indebtedness of any other Credit Party or any Subsidiary of such Credit Party or any other Credit Loan Party now or hereafter owing to such Credit Loan Party, whether heretofore, now or hereafter created (the “Credit Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Defaultexcept as permitted under Section 6.10, the Credit Loan Party Subordinated Debt shall not be paid in whole or in part until Payment the Obligations have been paid in Full full and this Agreement is terminated and of the Obligationsno further force or effect. No Credit Loan Party shall make or accept any payment of or on account of any Credit Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Loan Party as trustee for the Agent 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 Credit Loan Party’s liability hereunder. Each Credit Loan Party agrees to file all claims against the Credit Loan Party from whom the Credit 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 Credit Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such Credit Loan Party’s rights thereunder. If for any reason any Credit 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 Credit Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Credit Loan Party’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Credit Loan Party hereby assigns to the Administrative Agent all of such Credit Loan Party’s rights to any payments or distributions to which such Credit Loan Party otherwise would be entitled. If the amount so paid is greater than such Credit Loan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Credit Loan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any Borrower the Loan Party or any Credit Loan Party from whom the Credit Loan Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Credit Party hereby agrees that any Indebtedness of any other Credit Party or any Subsidiary of such Credit Party or any other Credit Party now or hereafter owing to such Credit Party, whether heretofore, now or hereafter created (the “Credit Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Default, the Credit Party Subordinated Debt shall not be paid in whole or in part until Payment in Full of the Obligations. No Credit Party shall make or accept any payment of or on account of any Credit Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Party as trustee for the Agent and shall be paid over to the Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Credit Party’s liability hereunder. Each Credit Party agrees to file all claims against the Credit Party from whom the Credit Party Subordinated Debt is owing in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Credit Party Subordinated Debt, and the Agent shall be entitled to all of such Credit Party’s rights thereunder. If for any reason any Credit Party fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Credit Party hereby irrevocably appoints the Agent as its true and lawful attorney-in-fact, and the Agent is hereby authorized to act as attorney-in-fact in such Credit Party’s name to file such claim or, in the Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Agent or its nominee. In in all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Credit Party hereby assigns to the Agent all of such Credit Party’s rights to any payments or distributions to which such Credit Party otherwise would be entitled. If the amount so paid is greater than such Credit Party’s liability hereunder, the Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Party hereby irrevocably appoints the Agent as its attorney-in-fact to exercise all of such Credit Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any Borrower or any Credit Party from whom the Credit Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Credit Loan Party hereby agrees that any Indebtedness of any other Credit Party or any Subsidiary of such Credit Party or any other Credit Loan Party now or hereafter owing to such Credit Loan Party, whether heretofore, now or hereafter created (the “Credit Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon that the occurrence and during the continuance of an Event of Default, the Credit Loan Party Subordinated Debt shall not be paid in whole or in part until Payment the Obligations have been paid in Full full and this Agreement is terminated and of no further force or effect, provided that, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby and such Indebtedness is expressly permitted hereunder, the Loan Parties may make and receive such payments in respect of Loan Party Subordinated Debt as shall be customary in the ordinary course of the ObligationsLoan Parties’ business. No Credit Loan Party shall make or accept any payment of or on account of any Credit Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Loan Party as trustee for the Agent 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 Credit Loan Party’s liability hereunder. Each Credit Loan Party agrees to file all claims against the Credit Loan Party from whom the Credit 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 Credit Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such Credit Loan Party’s rights thereunder. If for any reason any Credit 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 Credit Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Credit Loan Party’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Credit Loan Party hereby assigns to the Administrative Agent all of such Credit Loan Party’s rights to any payments or distributions to which such Credit Loan Party otherwise would be entitled. If the amount so paid is greater than such Credit Loan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Credit Loan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any Borrower or any Credit the Loan Party from whom the Credit Loan Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Credit Loan Party hereby agrees that any Indebtedness of any other Credit Party or any Subsidiary of such Credit Party or any other Credit Loan Party now or hereafter owing to such Credit Loan Party, whether heretofore, now or hereafter created (the “Credit Loan Party Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Defaultexcept as permitted under Section 6.10, the Credit Loan Party Subordinated Debt shall not be paid in whole or in part until Payment the Obligations have been paid in Full full and this Agreement is terminated and of the Obligationsno further force or effect. No Credit Loan Party shall make or accept any payment of or on account of any Credit Loan Party Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Loan Party Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Loan Party as trustee for the Agent 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 Credit Loan Party’s liability hereunder. Each Credit Loan Party agrees to file all claims against the Credit Loan Party from whom the Credit 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 Credit Loan Party Subordinated Debt, and the Administrative Agent shall be entitled to all of such Credit Loan Party’s rights thereunder. If for any reason any Credit 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 Credit Loan Party hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Credit Loan Party’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Credit Loan Party hereby assigns to the Administrative Agent all of such Credit Loan Party’s rights to any payments or distributions to which such Credit Loan Party otherwise would be entitled. If the amount so paid is greater than such Credit Loan Party’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Credit Loan Party’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any Borrower or any Credit the Loan Party from whom the Credit Loan Party Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Credit Party Borrower hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Credit Party Borrower or any Subsidiary of such Credit Party or any other Credit Loan Party now or hereafter owing to such Credit PartyBorrower, whether heretofore, now or hereafter created (the “Credit Party Borrower Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Defaultexcept as permitted under Section 6.10, the Credit Party Borrower Subordinated Debt shall not be paid in whole or in part until Payment the Obligations have been paid in Full full and this Agreement is terminated and of the Obligationsno further force or effect. No Credit Party Borrower shall make or accept any payment of or on account of any Credit Party Borrower Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Party Borrower Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Party Borrower as trustee for the Agent 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 Credit PartyBorrower’s liability hereunder. Each Credit Party Borrower agrees to file all claims against the Credit Borrower or Loan Party from whom the Credit Party 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 Credit Party Borrower Subordinated Debt, and the Administrative Agent shall be entitled to all of such Credit PartyBorrower’s rights thereunder. If for any reason any Credit Party a Borrower fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Credit Party Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Credit PartyBorrower’s name to file such claim or, in the #33621191 Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Credit Party Borrower hereby assigns to the Administrative Agent all of such Credit PartyBorrower’s rights to any payments or distributions to which such Credit Party Borrower otherwise would be entitled. If the amount so paid is greater than such Credit PartyBorrower’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Party Borrower hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Credit PartyBorrower’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any the Borrower or any Credit Loan Party from whom the Credit Party Borrower Subordinated Debt is owing.

Subordination of Intercompany Indebtedness. Each Credit Party Borrower hereby agrees that any Indebtedness (along with any Lien, whether now or hereafter arising, purporting to secure such Indebtedness) of any other Credit Party Borrower or any Subsidiary of such Credit Party or any other Credit Loan Party now or hereafter owing to such Credit PartyBorrower, whether heretofore, now or hereafter created (the “Credit Party Borrower Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Defaultexcept as permitted under Section 6.10, the Credit Party Borrower Subordinated Debt shall not be paid in whole or in part until Payment the Obligations have been paid in Full full and this Agreement is terminated and of the Obligationsno further force or effect. No Credit Party Borrower shall make or accept any payment of or on account of any Credit Party Borrower Subordinated Debt at any time in contravention of the foregoing. Each payment on the Credit Party Borrower Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Credit Party Borrower as trustee for the Agent 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 Credit PartyBorrower’s liability hereunder. Each Credit Party Borrower agrees to file all claims against the Credit Borrower or Loan Party from whom the Credit Party 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 Credit Party Borrower Subordinated Debt, and the Administrative Agent shall be entitled to all of such Credit PartyBorrower’s rights thereunder. If for any reason any Credit Party a Borrower fails to file such claim at least ten (10) Business Days prior to the last date on which such claim should be filed, such Credit Party Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact, and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Credit PartyBorrower’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 Credit Party Borrower hereby assigns to the Administrative Agent all of such Credit PartyBorrower’s rights to any payments or distributions to which such Credit Party Borrower otherwise would be entitled. If the amount so paid is greater than such Credit PartyBorrower’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Credit Party Borrower hereby irrevocably appoints the Administrative Agent as its attorney-in-fact to exercise all of such Credit PartyBorrower’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any the Borrower or any Credit Loan Party from whom the Credit Party Borrower Subordinated Debt is owing.. Exhibit A to FirstFourth Amendment #37466145