AGENT SHALL DELIVER TO BORROWER REPRESENTATIVE TERMINATION
STATEMENTS, MORTGAGE RELEASES AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO
EVIDENCE THE TERMINATION OF THE LIENS SECURING PAYMENT OF THE OBLIGATIONS.
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9.21.
SUBORDINATION OF INTERCOMPANY DEBT.
(A)
EACH CREDIT PARTY HEREBY AGREES THAT ANY INTERCOMPANY INDEBTEDNESS
OR OTHER INTERCOMPANY PAYABLES OR RECEIVABLES, OR INTERCOMPANY ADVANCES DIRECTLY
OR INDIRECTLY MADE BY OR OWED TO SUCH CREDIT PARTY BY ANY OTHER CREDIT PARTY
(COLLECTIVELY, "INTERCOMPANY DEBT"), OF WHATEVER NATURE AT ANY TIME OUTSTANDING
SHALL BE SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN
FULL IN CASH OF THE OBLIGATIONS.
EACH CREDIT PARTY HEREBY AGREES THAT IT WILL
NOT, WHILE ANY EVENT OF DEFAULT IS CONTINUING, ACCEPT ANY PAYMENT, INCLUDING BY
OFFSET, ON ANY INTERCOMPANY DEBT UNTIL THE TERMINATION DATE, IN EACH CASE,
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF AGENT.
(B)
IN THE EVENT THAT ANY PAYMENT ON ANY INTERCOMPANY DEBT SHALL BE
RECEIVED BY A CREDIT PARTY OTHER THAN AS PERMITTED BY THIS SECTION 9.21 BEFORE
THE TERMINATION DATE, SUCH CREDIT PARTY SHALL RECEIVE SUCH PAYMENTS AND HOLD THE
SAME IN TRUST FOR, SEGREGATE THE SAME FROM ITS OWN ASSETS AND SHALL IMMEDIATELY
PAY OVER TO, THE AGENT FOR THE BENEFIT OF THE AGENT AND LENDERS ALL SUCH SUMS TO
THE EXTENT NECESSARY SO THAT AGENT AND THE LENDERS SHALL HAVE BEEN PAID IN FULL,
IN CASH, ALL OBLIGATIONS OWED OR WHICH MAY BECOME OWING.
(C)
UPON ANY PAYMENT OR DISTRIBUTION OF ANY ASSETS OF ANY CREDIT PARTY
OF ANY KIND OR CHARACTER, WHETHER IN CASH, PROPERTY OR SECURITIES BY SET-OFF,
RECOUPMENT OR OTHERWISE, TO CREDITORS IN ANY LIQUIDATION OR OTHER WINDING-UP OF
SUCH CREDIT PARTY OR IN THE EVENT OF ANY PROCEEDING, AGENT AND LENDERS SHALL
FIRST BE ENTITLED TO RECEIVE PAYMENT IN FULL IN CASH, IN ACCORDANCE WITH THE
TERMS OF THE OBLIGATIONS AND OF THIS AGREEMENT, OF ALL AMOUNTS PAYABLE UNDER OR
IN RESPECT OF SUCH OBLIGATIONS, BEFORE ANY PAYMENT OR DISTRIBUTION IS MADE ON,
OR IN RESPECT OF, ANY INTERCOMPANY DEBT, IN ANY SUCH PROCEEDING, ANY
DISTRIBUTION OR PAYMENT, TO WHICH AGENT OR ANY LENDER WOULD BE ENTITLED EXCEPT
FOR THE PROVISIONS HEREOF SHALL BE PAID BY SUCH CREDIT PARTY, OR BY ANY
RECEIVER, TRUSTEE IN BANKRUPTCY, LIQUIDATING TRUSTEE, AGENT OR OTHER PERSON
MAKING SUCH PAYMENT OR DISTRIBUTION DIRECTLY TO AGENT (FOR THE BENEFIT OF AGENT
AND THE LENDERS) TO THE EXTENT NECESSARY TO PAY ALL SUCH OBLIGATIONS IN FULL IN
CASH, AFTER GIVING EFFECT TO ANY CONCURRENT PAYMENT OR DISTRIBUTION TO AGENT AND
LENDERS (OR TO AGENT FOR THE BENEFIT OF AGENT AND LENDERS).
9.22.
JUDGMENT CURRENCY.
(I)
THE CREDIT PARTIES' OBLIGATIONS HEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS TO MAKE PAYMENTS IN THE RESPECTIVE APPLICABLE CURRENCY (THE
"OBLIGATION CURRENCY") SHALL NOT BE DISCHARGED OR SATISFIED BY ANY TENDER OR
RECOVERY PURSUANT TO ANY JUDGMENT EXPRESSED IN OR CONVERTED INTO ANY CURRENCY
OTHER THAN THE OBLIGATION CURRENCY, EXCEPT TO THE EXTENT THAT SUCH TENDER OR
RECOVERY RESULTS IN THE EFFECTIVE RECEIPT BY THE